STARTUPS.CH | Preparation for the public limited coporation

Become independent with a public limited coporation in Switzerland!

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Checklist - The most important steps before you become self-employed

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We show you the most important steps how to prepare yourself optimally for professional independence and what you should consider before you become self-employed. If you have any questions, please do not hestitate to contact our Costumer Care Center.

Company name

The company name can in principle be chosen freely, but it must correspond to the facts and not give rise to any deception. It also has to be supplemented by the addition "SA".

01

Company purpose

You must define an appropriate purpose for your limited liability company in your own words before you form it.

02

Domicile

Before founding your public limited coporation, determine where the registered office and thus the domicile of your company should be located.

03

Shareholder

Decide which persons are to be involved in the public limited coporation and who is to be authorised to sign.

04

Minimum capital

The share capital of a public limited coporation must be at least CHF 100,000, of which at least CHF 50,000 must be paid in cash.

05

Board of Directors

Appoint the administrative board for your public limited coporation. If your public limited coporation is to have several administrative boards, a chairman must also be appointed.

06

Value Added Tax

The limited liability company is subject to VAT if the expected turnover exceeds CHF 100,000.

07

Pension fund assets

It is not possible to make an advance withdrawal of pension fund assets when founding a limited liability company or a public limited coporation.

08

Promotional material

Create your company logo, business cards and stationery.

09

Found it

After you have done everything necessary, you are ready to set up your own public limited coporation.

10

Download the checklist as PDF document!

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How can I best prepare for professional independence?

Preparation with a limited liability company

Create a business plan

With the free business plan software you can easily and conveniently create a business plan for your company. If you wish, you can then have the business plan checked by one of our specialists.

Find a trustee

Our partner for fiduciary matters is Findea AG. At www.findea.ch you can easily and online obtain an offer for keeping your accounts, preparing pay slips, filling out tax returns and many other fiduciary services.

Findea AG is represented by 10 branches throughout Switzerland.

Trust experts

It is essential for you to seek advice from an expert on this aspect of the start-up process. Like this you will not forget anything and there will be no problems with the authorities. We therefore recommend the foundation of a limited liability company via www.startups.ch.

Acquire know-how

When starting up their own business, company founders usually have questions about the appropriate legal form, liability, company name, AHV/IV/EO, the commercial register, taxes (VAT) and much more.

The experts at STARTUPS.CH will provide you with the basic knowledge on the most important topics relating to the founding of a company in the course "Founding a company".

Find the suitable legal form for your company

Every person who wants to establish or restructure a company must choose a legal form. The information below will help you choose the suitable legal form for your company.

Sole propietorship

Setting up a sole proprietorship is straightforward and does not require a minimum investment. Sole proprietorships are businesses without legal personality. Many new entrepreneurs who set up a small company choose this legal form to start.

Minimum capital

The foundation of a sole proprietorship does not require a minimum capital.

Purpose of use

The sole proprietorship is suitable for one-man businesses.

Number of persons

A sole proprietorship can only be owned by one person.

Company name

The only rule regarding the name of your sole proprietorship is that your surname must be included. You are also free to use your first name or other imaginative or factual descriptions.

Advantages of a
sole proprietorship

The sole proprietorship enables an uncomplicated and informal activity.

No compliance with company law provisions is required.

No minimum capital is required.

There is no double tax burden on income and assets, as there is largely no distinction between business and private assets.

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Disadvantages of a
sole proprietorship

x

You as the owner have unlimited liability with your private assets.

x

You cannot bring in partners who are involved in the company.

x

There is no unemployment benefit.

x

Depending on the canton, you may not receive child or education allowances.

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Limited liability company

With a limited liability company, the personal liability of the partners can be excluded, as the liability amount is limited to the company capital. The limited liability company is a company with its own legal personality, in which one or more persons join together to form a separate company.

Minimum capital

The minimum capital of a limited liability company is CHF 20,000.

Purpose of use

The limited liability company is suitable for small and medium-sized businesses.

Number of persons

At least one partner and one manager are required. You can hold both positions at the same time. A managing director with signing authority must be resident in Switzerland.

Company name

You are free to choose the name of your company. The only rule is that you must add the suffix SARL to the company name.

Advantages of a
limited liability company

At CHF 20,000 the minimum capital is comparatively low.

You are only liable with your business assets and not with your private assets.

Participation by other shareholders is possible.

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Disadvantages of a
limited liability company

x

There is a publication obligation for the distribution of the shares. The shareholders are therefore not anonymous.

x

You have more regulations than with the sole proprietorship, because you have to comply with the company law regulations.

x

You will be taxed twice at the level of the limited liability company and as a shareholder.

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Public limited coporation

The public limited coporation enjoys a good reputation among the public. With it, personal liability can be excluded, since only the business assets can be held liable for the liabilities. The public limited coporation has its own legal personality.

Minimum capital

In the case of a public limited coporation, the minimum capital is CHF 100,000, of which at least CHF 50,000 must be paid in cash.

Purpose of use

The public limited coporation is suitable for all profit-oriented companies.

Number of persons

There must be at least one shareholder and one board member. One person may hold both positions simultaneously. One board member with signing authority must be a resident of Switzerland.

Company name

When establishing a public limited coporation, you can define a freely chosen company name with the addition SA.

Advantages of a
public limited corporation

The anonymity of investors and shareholders can be guaranteed.

You and all other shareholders are only liable with the business assets and thus with the share of the share capital.

The transfer of shares is simple.

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Disadvantages of a
public limited corporation

x

The foundation of a public limited company involves high costs and complex formalities.

x

The minimum capital is comparatively high at CHF 100,000.

x

You have a double tax burden on income and assets.

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Other legal forms

In addition to the sole proprietorship, limited liability company and public limited corporation, there are other legal forms with which you can set up your own business. You can find information on these below. If you would like to find out more about them, click here.

General partnership

If you wish to establish a company together with a partner, the general partnership can be the appropriate legal form. As with a sole proprietorship, no minimum contribution is required. A general partnership is a company in which two or more natural persons form a joint company for the purpose of commercial activity.

Association

The foundation of an association is uncomplicated and requires no minimum contributions. The association is a legal entity. An association that commercially operates a trade and / or is subject to auditing must register in the commercial register. Associations, which dedicate themselves to a political, religious, scientific, artistic, charitable, sociable or other non-economic task, are not obliged to do so. However, the statutes must in any case be available in writing and provide information about the purpose of the association, its means and its organisation.

Branch office

The establishment of a branch is straightforward and does not require any minimum deposits. The branch is a commercially run enterprise which is legally part of a principal enterprise on which it depends. The branch carries on a similar activity to the main company in its own premises and enjoys a certain degree of economic autonomy.

Foundation

With the establishment of a foundation, assets are made independent for a specific purpose. This means that it no longer belongs to the founder but to the foundation for a fixed period of time. The foundation is a legal entity chaired by the Board of Trustees. The foundation is established by a notarial deed or a will. With the exception of the family foundation and the church foundation, the foundation must be registered in the commercial register.

Cooperative

A cooperative focuses on the idea of promotion and economic self-help. The cooperative is also suitable for pursuing an entrepreneurial activity. The cooperative's «inner» corporate values, such as a clearly defined right of co-determination, speak in favour of the principle of the head vote and direct democracy. At least seven persons are required to found a cooperative, whereby the administration must consist of at least three members.

Download the information sheet as a PDF document!

Download the information sheet

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We advise you individually and according to your needs!

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You do not know which legal form is right for you? Book an appointment online for an individual consultation with our experts. We are available to you on site or via Skype call.

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Become independent with a public limited coporation

Become independent with a public limited coporation in Switzerland!

Easy. Online. Found it.

Checklist - The most important steps before you become self-employed

Tipps from STARTUPS.CH

How can I best prepare for professional independence?

Preparation with a limited liability company

Create a business plan

Find a trustee

Trust experts

Acquire know-how

Find the suitable legal form for your company

Sole propietorship

Advantages of asole proprietorship

Disadvantages of asole proprietorship

Limited liability company

Advantages of alimited liability company

Disadvantages of alimited liability company

Public limited coporation

Advantages of apublic limited corporation

Disadvantages of apublic limited corporation

Other legal forms

General partnership

Association

Branch

Foundation

Cooperative

Advantages of a
sole proprietorship

Disadvantages of a
sole proprietorship

Advantages of a
limited liability company

Disadvantages of a
limited liability company

Advantages of a
public limited corporation

Disadvantages of a
public limited corporation