Establishment of a Limited Liability Corp. /
Private Limited Company (GmbH)

This form of company (GmbH) has gained in importance within the last few years. The GmbH represents an attractive alternative to the AG. The legal entity with own company name is a mixture between a business partnership/private company and a capital company. The liability of the company is limited to the company capital. With the registration at the Register of Commerce the GmbH obtains its legal personality.

The establishment of a GmbH is linked with certain conditions:

  • The establishment must be notarised by a notary
  • Foreign nationals can own all capital shares. Also the Management can be composed of foreign nationals only. At least one person with single signing authority must have domicile in Switzerland who can legally act on behalf of the company (single signing authority or two persons domiciled in Switzerland with joint signature at two.) These persons do not necessarily need to be Member of the Management. 
  • The share capital amounts at least to CHF 20‘000.-
  • 100% of the share capital must be paid to into a blocked bank account or must be available as a contribution in kind (a so-called “Sacheinlagevertrag” is necessary).

Advantages of a GmbH:

  • Limited liability
  • Moderate minimum share capital
  • Amount of share capital is unlimited

Disadvantages of a GmbH:

  • No anonymity of share holders