The LLC (Limited Liability Company) is one of the most common legal forms in Switzerland for small and medium-sized enterprises (SMEs). This structure offers entrepreneurs great flexibility as well as limited liability to the contributions made by the partners. In this article, we will take a detailed look at the characteristics, advantages, and obligations associated with the creation and management of an LLC under Swiss law. We will also present the key steps to follow for success in this venture.
I. Characteristics of the LLC under Swiss law
The LLC has a legal personality separate from its associates, which allows it to own assets, acquire rights and obligations, and defend itself in court independently.
To create an LLC in Switzerland, a minimum share capital of CHF 20,000 is required, which must be fully paid up at the time of the company’s formation. This share capital is divided into shares with a nominal value of at least CHF 100. The partners can also make contributions in kind, but these must be assessed by an approved auditor and specified in the LLC’s statutes.
The establishment of an LLC in Switzerland can be carried out by one or more individuals or legal entities, regardless of their nationality. The partners have a liability limited to the company’s debts, proportional to their contributions, which reduces their personal financial commitment.
The activities of an LLC are managed by one or more managers, who may be partners of the company or external persons. The managers are required to register with the Commercial Register and have the power to represent the company vis-à-vis third parties.
II. Advantages of the LLC under Swiss law
The LLC offers a major advantage in terms of the partners’ liability, limited to the contributions made. This means that the personal assets of the partners cannot be seized in the event of bankruptcy or company debts, unless they have acted fraudulently or negligently.
The legal structure of the LLC allows great flexibility in governance and decision-making. Indeed, the statutes can include precise rules regarding profit distribution, transfer of shares, or the powers of the directors, allowing the partners to customize the company according to their specific needs.
The LLC is commonly seen as a more formal and professional structure than a sole proprietorship, which can facilitate obtaining credit and finding business partners.
III. Obligations of the LLC under Swiss law
LLCs are required to comply with Swiss accounting standards, which involves the preparation of a balance sheet, an income statement, and appendices. The retention of accounting records must extend over a period of 10 years after the close of the fiscal year. If certain limits on turnover, balance sheet, or workforce are exceeded, LLCs must also have their accounts audited by an approved auditor.
It is necessary for the LLC to organize an annual general meeting of partners to validate the accounts, appoint managers, and make important decisions. The statutes can also provide specific rules regarding notifications, quorums, and required majorities.
Registration of the LLC in the Swiss Commercial Register is mandatory and entails the publication of certain information such as the company name, the address of the registered office, the amount of share capital, the names of the managers and partners. Subsequent changes, such as the transfer of shares or the replacement of managers, must also be declared to the Commercial Register.
IV. Creation of an LLC under Swiss law
Drafting of the statutes
The management and operational rules of the LLC are defined by its statutes. These must be written and signed by all the partners of the company.
The partners must provide the minimum share capital of CHF 20,000, which can be contributed either in cash or in kind. If the contributions are made in kind, they must be assessed by an approved auditor.
Registration with the Commercial Register
Once the statutes are signed and the share capital paid, the LLC must be registered with the Commercial Register. This formality is often carried out by a notary who ensures the compliance of the statutes and the validity of the company’s creation.
V. Management of an LLC under Swiss law
Accounting and taxation
The LLC must fulfill its accounting and tax obligations, particularly by filing tax returns with the cantonal and federal authorities. It is subject to profit tax and capital tax, as well as VAT if its turnover exceeds CHF 100,000.
In case of employing staff, the LLC is obliged to comply with Swiss labor law, which includes respecting the minimum wage, granting paid leave, limiting working hours, and the modalities of terminating employment contracts. The LLC must also contribute to social insurance for its employees and comply with regulations regarding health and safety at work.
Transfer of shares
The transfer of shares in an LLC is regulated by specific conditions, such as obtaining the approval of other partners or registration with the Commercial Register. The statutes can include specific clauses to facilitate or restrict the transfer of shares.
The LLC: A legal form favored by entrepreneurs
The LLC is a legal form favored by entrepreneurs in Switzerland due to its flexibility, limited liability, and credibility it offers. However, this legal form imposes certain obligations such as accounting, tax management, and governance. It is essential to thoroughly understand the characteristics and legal implications of the LLC before creating it and to seek advice from a lawyer or a notary specialized in Swiss law for personalized advice. Meticulous management and a deep understanding of legal obligations will ensure the success and sustainability of the business once the LLC is created.