How to set up a Swiss GmbH/Sàrl: the concrete steps, from choosing a canton to the commercial register

The limited liability company (Sàrl in French, GmbH in German) is the legal form most entrepreneurs choose when they establish a business in Switzerland. It combines liability limited to the company's assets, flexible governance and a far lower capital requirement than the stock corporation. Here is, step by step, what the procedure actually involves, with no grey areas and no shortcuts.

1. Check that the Sàrl/GmbH is the right legal form

The Swiss limited liability company is governed by articles 772 et seq. of the Swiss Code of Obligations (CO). Its defining features:

• Minimum share capital of CHF 20,000, fully paid in at incorporation (art. 773 and 777c CO). This is a key difference from the stock corporation (SA/AG), whose minimum capital is CHF 100,000 and which allows partial payment.
• Quotas with a nominal value of at least CHF 100 (art. 774 CO).
• Limited liability: members are not personally liable for company debts, subject to any additional capital contribution obligations set out in the articles of association.
• Public membership: unlike the shareholders of a stock corporation, the members of a Sàrl/GmbH are entered in the commercial register and therefore public. If confidentiality of ownership is decisive for you, the stock corporation deserves a closer look.

The company can be founded by a single person, individual or corporate, Swiss or foreign. There is no nationality requirement for members.

2. Choose the canton

This is the decision with the longest-lasting consequences, and it must be made before any formal step. The registered seat determines:

• The tax burden. Corporate income tax combines a federal component that is identical everywhere with cantonal and communal components that vary considerably from canton to canton, and even between municipalities within the same canton. Two identical companies can face noticeably different effective rates depending on where they are seated.
• The competent register authority: each canton runs its own commercial register, with its own practice and processing times.
• The ecosystem: proximity to banks, availability of trustees, and the working language of the authorities (French, German or Italian depending on the region).

Choose on tax, but also on economic substance: your company must have a genuine anchor where it is domiciled. A purely postal address, with no effective management on site, exposes the structure to recharacterisation both in Switzerland and abroad.

3. Choose and clear the company name

The name of a Sàrl/GmbH must include an indication of the legal form: "Sàrl", "GmbH" or "LLC" depending on the language used (art. 950 CO). It must be clearly distinguishable from names already registered in Switzerland and must not be misleading.

Availability is checked in Zefix, the central business name index maintained by the Federal Commercial Registry Office, which lists every entity recorded in the cantonal registers. Prepare two or three variants: a name rejected late in the process costs time and forces the notarial deed to be redone.

4. Draft the articles of association

The articles are the company's founding instrument. As a minimum they must state the company name and seat, the purpose of the company, the amount of the share capital and of each quota (art. 776 CO). They can also settle points that shape day-to-day life: restrictions on the transfer of quotas, additional contribution or ancillary performance obligations, veto rights, qualified majorities, exit clauses.

Settle governance now, not after a falling-out. A members' agreement can supplement the articles for matters you would rather not make public.

5. Pay the capital into an escrow account

Before the deed is signed, the capital is paid into a capital escrow account (compte de consignation) opened with a Swiss bank in the name of the company in formation. The bank issues a deposit certificate that goes to the notary and then to the commercial register. The funds are blocked and are released once the company is registered.

Opening this account requires identity and source-of-funds verification under Swiss anti-money-laundering rules. In practice this is the most sensitive step for a non-resident founder: banks apply their own onboarding policies, and a weak file (poorly documented source of funds, unclear business activity) ends in a refusal.

Capital can also be paid in as a contribution in kind (art. 777c CO), which then requires a written contribution agreement, a formation report and an audit confirmation by a licensed auditor.

6. Sign before a notary

Forming a Sàrl/GmbH requires a public deed (art. 777 CO). Before the notary, the founders declare that they establish the company, adopt the articles of association and appoint the managing officers and, where applicable, the auditor.

The notary also prepares the documents accompanying the application: Stampa declaration, acceptance of mandate by the managing officers, and certification of signatures. Founders may be represented under a notarised power of attorney, which avoids travelling to Switzerland.

7. Meet the Swiss representation requirement

A point foreign founders often discover too late: the company must be capable of being represented by a person domiciled in Switzerland (art. 814 para. 3 CO). That person must be a managing officer or a director, hold signatory power and be entered in the commercial register.

There is no nationality condition: a foreign national resident in Switzerland satisfies it. If no member lives in Switzerland, a resident director must be appointed, a service we offer as an option, separate from the formation service itself.

8. Register with the commercial register

The notary, or the company itself, files the application with the commercial register of the canton of the seat, together with the deed of incorporation, the articles of association, the bank certificate, the Stampa declaration and the acceptances of mandate.

Registration is constitutive: the company only acquires legal personality upon entry in the register (art. 779 CO). The entry is then published in the Swiss Official Gazette of Commerce (SOGC/FOSC), and the company receives a business identification number (UID). Processing times vary by canton and with the quality of the file submitted.

9. Complete the post-formation formalities

Registration does not close the process. What remains:

• Social insurance: affiliation with an OASI/AHV-AVS compensation fund for salaries paid, including those of salaried managing officers. Accident insurance (UVG/LAA) is mandatory for every employee. Occupational pension (BVG/LPP) applies once the annual salary exceeds the statutory entry threshold.
• VAT: registration is mandatory once annual turnover reaches CHF 100,000 (art. 10 VAT Act). Below that, voluntary registration is possible and is often worthwhile in order to recover input tax.
• Auditor: the company is in principle subject to a limited statutory examination, but may waive it ("opting-out") if it has fewer than ten full-time positions on annual average and all members agree.
• Accounting: bookkeeping and annual financial statements in accordance with art. 957 et seq. CO.
• Tax ruling: where the structure has specific features, an advance agreement with the cantonal tax administration secures the tax treatment before operations begin.

How long it takes and what it costs

The real timeline depends almost entirely on two factors: how quickly the escrow account is opened, and how complete the file submitted to the register is. A well-prepared file moves fast; a fragile banking file can stall the process for weeks. Notarial and register fees are set by cantonal tariffs and therefore vary with the canton and the amount of capital.

At Exonia, Swiss company formation is charged at CHF 6,989, all inclusive: notarial support, bank account opening, tax ruling and registration with the commercial register. The Swiss resident director is available as an option, for founders with no local representation.