Starting a business in Switzerland involves crucial decisions about the legal form, responsibility of members, statutes, and defining the purpose of the entity. Here’s an overview to guide you through these aspects.
Choosing the legal form of your commercial activity
The choice of legal form for your business in Switzerland is vital, as it impacts liability, capital requirements, formation formalities, and general organization. Tax treatment is also a factor.
Common SME Forms: The most common forms for small and medium-sized enterprises (SMEs) are individual enterprise, joint-stock company (SA), and limited liability company (Sàrl). Other forms like general partnership (SNC), limited partnership, simple partnership (SS), cooperative society, or association may be suitable, depending on your needs.
Capital Requirements: For example, starting a Sàrl requires a minimum of CHF 20,000, while an SA needs CHF 100,000. An individual enterprise or a SNC can be set up without a minimum capital.
Formalities: The registration process varies; an individual enterprise needs to register only if annual turnover exceeds CHF 100,000, while an SA requires notarization for registration.
Legal advice is recommended to make the best choice for your business.
Responsibility of members in a commercial entity
Responsibility varies with the chosen legal form.
Risk Distinction: Sole proprietorship and general partnerships involve personal, unlimited liability. In contrast, in capital companies (Sàrl, SA), liability is limited to the company’s assets, provided the social shares are released.
Risk Assessment: The greater the risk or financial contribution, the more advisable it is to choose a capital company.
Importance of statutes in a legal entity
Statutes contain crucial data about the legal entity:
Information Included: They specify the entity’s name, purpose, head office, organizational rules, and decision-making powers.
Publication: Published in the commercial register, they are accessible and enforceable to all.
Specific Requirements: For SA, statutes include details on capital, shares, and the board of directors. Formalities are required by law.
Additional Details: It’s advisable to add specifics in statutes, like general assembly modalities and board convening methods.
Understanding statutes is essential for strategic planning in commercial law.
Significance of defining the purpose of your commercial entity
Defining the purpose is key as it guides the entity’s mission and limits commercial activities.
Scope: The purpose can be economic/commercial or non-profit, and must be lawful.
Directiveness: It directs the company’s mission and bounds the feasible commercial activities.
Flexibility and Precision: The purpose should allow for growth yet be precise enough to convey the mission to interested parties.
Legal Implications: Certain legal forms, like associations and foundations, must have a non-profit purpose. Tax exemptions are possible for public utility purposes.
Expert advice in commercial law is recommended to ensure compliance and strategic alignment.