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The ideal structure which minimizes risks, guarantees full independence, or which has the most tax advantages does not exist. A business structure should therefore be selected which primarily suits individual needs and business plans.

We have attempted to provide an overview for you.

Comparison of the legal structures AG - GmbH - Einzelfirma (Sole Proprietorship)

  AG GmbH Einzelfirma
(Sole Proprietorship )
Legal Basis OR Art 620ff OR Art 772ff  
Founder At least one natural or legal person At least one natural or legal person One natural person
Initial Capital A minimum of CHF 100,000, of which at least CHF 50,000 or in any case 20% must be paid up At least CHF 20,000 - 100% of which must be paid up No statutory provisions
Liability Not held personally liable for the shareholder Not held personally liable for the shareholder Fully liable including private assets
Business name / Company In compliance with general principles of commuinty law, business name can be freely selected. The legal structure (AG) must always be indicated. In compliance with general principles of commuinty law, business name can be freely selected. The legal structure (GmbH) must always be indicated. Family name of the owner , permitted with or without given name. Additions allowed.
Entry in the commercial register Imperative as constitutive effect Imperative as constitutive effect Mandatory from CHF 100,000. -
Management Board of directors, or management (director) appointed by the board. At least 1 board of directors or 1 manager with single signatory authority must be resident in Switzerland. All partners, or the management appointed by them. 1 managing director with single signatory authority must be resident in Switzerland. Originator
Accounting obligations Mandatory (OR article 662ff) Mandatory (OR article 662ff) Mandatory, if registered in the commercial register (OR article 957ff)
External auditors Depending on the size of the company, financial statements must be inspected annually by an auditor. Small AGs can waive auditing completely. Depending on the size of the company, financial statements must be inspected annually by an auditor. Small GmbHs can waive auditing completely. None
Taxation The AG’s taxable profit and equity The GmbH’s taxable profit and shared capital The owner is subect to taxation
Download Template start-up order AG Template start-up order GmbH

AG

  • Founder: At least one natural or legal person
  • Initial Capital: A minimum of CHF 100,000, of which at least CHF 50,000 or in any case 20% must be paid up
  • Liability: Not held personally liable for the shareholder
  • Business name / Company: In compliance with general principles of commuinty law, business name can be freely selected. The legal structure (AG) must always be indicated.
  • Entry in the commercial register: Imperative as constitutive effect
  • Management: Board of directors, or management (director) appointed by the board. At least 1 board of directors or 1 manager with single signatory authority must be resident in Switzerland.
  • Accounting obligations: Mandatory (OR article 662ff)
  • External auditors: Depending on the size of the company, financial statements must be inspected annually by an auditor. Small AGs can waive auditing completely.
  • Taxation: The AG’s taxable profit and equity

GmbH

  • Founder: At least one natural or legal person
  • Initial Capital: At least CHF 20,000 - 100% of which must be paid up
  • Liability: Not held personally liable for the shareholder
  • Business name / Company: In compliance with general principles of commuinty law, business name can be freely selected. The legal structure (GmbH) must always be indicated.
  • Entry in the commercial register: Imperative as constitutive effect
  • Management: All partners, or the management appointed by them. 1 managing director with single signatory authority must be resident in Switzerland.
  • Accounting obligations: Mandatory (OR article 662ff)
  • External auditors: Depending on the size of the company, financial statements must be inspected annually by an auditor. Small GmbHs can waive auditing completely.
  • Taxation: The GmbH’s taxable profit and shared capital

Einzelfirma (Sole Proprietorship)

  • Founder: One natural person
  • Initial Capital: No statutory provisions
  • Liability: Fully liable including private assets
  • Business name / Company: Family name of the owner , permitted with or without given name. Additions allowed.
  • Entry in the commercial register: Mandatory from CHF 100,000. -
  • Management: Originator
  • Accounting obligations: Mandatory, if registered in the commercial register (OR article 957ff)
  • External auditors: None
  • Taxation: The owner is subect to taxation