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Limited liability company (Sàrl) in Switzerland
Features of the Sàrl in Swiss law
Legal personality
A Sàrl is a legal entity separate from its associates, granting it its own legal personality. It can acquire rights and obligations, own assets, and take legal action.
Share capital
The minimum share capital for a Swiss Sàrl is CHF 20’000, fully payable at the company’s formation. The capital is divided into shares with a minimum nominal value of CHF 100. In-kind contributions are possible, subject to independent evaluation and inclusion in the bylaws.
Associates
A Sàrl can be formed by one or more individuals or legal entities, Swiss or foreign. Associates are liable for the company’s debts up to their contributions, limiting their personal liability.
Management body
A Sàrl is managed by one or more managers, who can be associates or external individuals. Managers are registered in the Commercial Register and have the power to represent the company externally.
Advantages of the Sàrl in Swiss law
Limited liability
A key advantage of the Sàrl is the limitation of associates’ liability to their contributions. In case of bankruptcy or debt, their personal assets are protected, provided there’s no fraudulent or negligent behavior.
Flexibility
A Sàrl offers significant flexibility in governance and decision-making. Bylaws can specify rules on profit distribution, transfer of shares, or managers’ powers, allowing adaptation to associates’ needs.
Credibility
A Sàrl is often perceived as more serious and professional than an individual enterprise, facilitating credit access and business partnerships.
Swiss Sàrl obligations
Accounting
Sàrls must maintain accounting compliant with Swiss standards, including a balance sheet, income statement, and annexes, preserved for 10 years from each fiscal year’s end. They are also required to have their accounts audited by an approved auditor if they exceed certain turnover, balance sheet, or staffing thresholds.
General assembly
An annual general assembly of associates is mandatory to approve accounts, appoint managers, and make other significant decisions. Bylaws can set additional rules for meeting invitations, quorums, and voting majorities.
Commercial registry
A Sàrl must be registered in the Swiss Commercial Registry, making public certain information like company name, headquarters, capital, managers, and associates. Any changes, like share transfers or managerial alterations, must also be declared.
Creating a Sàrl in Swiss law
Drafting the bylaws
The bylaws define the governance and operation rules and must be in writing, signed by all associates.
Capital contribution
Associates must contribute a minimum of CHF 20’000 in cash or kind. In-kind contributions require an approved auditor’s evaluation.
Commercial registry registration
After signing the bylaws and contributing capital, the Sàrl must be registered in the Commercial Registry. This is usually done by a notary, who checks the bylaws’ compliance and the company’s legal formation.
Managing a Swiss Sàrl
Accounting and taxation
A Sàrl must maintain accounts and file tax returns with cantonal and federal authorities. It is subject to profit and capital taxes, and VAT if turnover exceeds CHF 100’000.
Employee relations
If employing staff, a Sàrl must comply with Swiss labor laws, including minimum wage, paid leave, working hours, and termination conditions. It must also contribute to social insurances and adhere to health and safety regulations.
Share transfer
Transferring Sàrl shares requires meeting conditions like other associates’ approval or Commercial Registry registration. Bylaws can specify clauses to facilitate or restrict share transfers.
Conclusion
A Sàrl in Switzerland offers flexibility, limited liability, and credibility, making it attractive for entrepreneurs. However, it also involves certain obligations in accounting, taxation, and governance. Understanding its features and legal implications is crucial, and consulting a specialized lawyer or notary for personalized advice is advisable. Proper management and knowledge of legal obligations are key to ensuring the company’s success and longevity.
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PBM Avocats – Law firm based in Geneva and Lausanne. Lawyers registered at the bars of Geneva and Vaud.
PBM Avocats in Geneva
Boulevard Georges-Favon 26
1204 Genève
T. : +41 22 348 32 35
PBM Avocats in Geneva
Boulevard Georges-Favon 26
1204 Genève
T. : +41 22 348 32 35
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