The limited liability company (LLC) is one of the legal forms most favoured by entrepreneurs in Switzerland, in particular because of the clear separation between the company’s assets and those of the members.
Its formation requires compliance with precise statutory rules, from the constitution of the initial capital through to its final entry in the commercial register.
The financial, personal and constitutional conditions
For an LLC to be validly formed, several substantive requirements must be met from the outset:
- Founders and share capital: An LLC may be created by one or more persons, natural or legal; the statutory minimum share capital is set at 20,000 francs and must be fully paid up at the time of formation, either by a cash payment deposited in a blocked account with a bank in Switzerland or by a justified contribution in kind.
- Articles of association and governing bodies: The company’s articles must state the business name, the registered office, the objects and the allocation and nominal value of the capital contributions; in addition, at least one person authorised to represent the company and holding an individual power of signature (or two persons with joint signature) must have his or her domicile in Switzerland.
The formal steps until legal personality is acquired
The formation of an LLC follows a strict official procedure that secures its legal recognition:
- The constitutive public deed: The founders declare that they are forming the company before a notary or a public official in a deed of incorporation executed as a public deed, to which the articles of association, the bank certificate of deposit of the cash contributions (or the agreement on the contribution in kind) and the managers’ declarations of acceptance of office must be annexed.
- Entry in the commercial register: The company must apply for registration with the commercial register office at the place of its registered office; it is precisely this entry that gives the LLC its legal existence and its legal personality.
The deed of incorporation is received by a notary. The place of AI in this work is described in AI for notaries.
Legal sources
Federal legislation:
- Art. 772 CO (cited by Federal Supreme Court judgment 5P.385/2001 ; Federal Criminal Court judgment SK.2019.12 ) (characteristics of the limited liability company)
- Art. 773 CO (cited by Federal Criminal Court judgment SK.2019.12 ) (possibility of forming a single-member limited liability company)
- Art. 774 CO (cited by Federal Supreme Court judgment 5P.385/2001 ) (requirement of a minimum share capital of 20,000 francs)
- Art. 777 CO (cited by Federal Criminal Court judgment SK 003/04 ) (public deed requirement for the articles of association)
- Art. 779 CO (cited by Federal Criminal Court judgment SK 003/04 ) (payment of capital and contributions in kind)
- Art. 791 CO (mandatory registration of members and their capital contributions)
- Art. 835 CO (obligation to register in the commercial register at the company's registered office)
- Art. 71 CRO (application and supporting documents required for the registration of a limited liability company)
Federal case law:
- Federal Criminal Court judgment SK.2019.12 (recognition of the validity of the single-member limited liability company and the role of the founders)
- BGE 81 IV 238 (requirement that contributions be paid up and have economic reality when a limited liability company is formed)