3. Choose a legal form
Once you have written your business plan and verified that you have the necessary authorizations, you must choose a legal form for your company. The choice of the latter depends on the activity envisaged, the size and organization of the company, as well as the financial resources at your disposal.
In Switzerland, the three most common forms for companies are:
- The sole proprietorship
The sole proprietorship (not to be confused with the simple partnership) is founded simply by a single person and does not require any special formalities, apart from registration in a compensation fund and for an annual turnover of more than CHF 100,000, registration in the commercial register. Thus, the activity starts quickly. On the other hand, the entrepreneur assumes any debts of his company with his personal assets.
- The general partnership (SNC)
A general partnership is a partnership composed of at least two persons and does not have its own legal personality. Thus, its partners assume the company's debts jointly and severally.
A general partnership is formed by the signature of a contract between the partners and its inscription in the commercial register is mandatory.
- The public limited corporation (SA)
A public limited company (SA) is a capital company with its own legal personality (legal person). The company's share capital must be at least CHF 100,000. The shareholders' liability is limited to their shareholding in the capital. The company must be able to be represented by a person domiciled in Switzerland. This may be a member of the Management Board or a Director. The company is created by a notary and its inscription in the commercial register is mandatory and constitutive.
- The limited liability company (Sàrl)
A limited liability company (GmbH) offers similar advantages to a public limited company (AG). The company's capital must be at least CHF 20,000. The company is created by a notary and its registration in the commercial register is mandatory and constitutive.
Social security contributions and taxation differ depending on the legal form chosen. For example, a self-employed person on an individual basis is not insured against unemployment and membership of a pension fund is optional.
There are other types of companies such as foundations, associations or cooperatives designed to meet specific objectives: management of own assets, non-profit-making, defence of members' interests, etc. These companies are also enrolled in the commercial register.