How to register a company
Sole proprietorships and general or joint partnerships can be set up online and registered with the commercial register. This service is partially available for corporations and limited liability companies.
In November 2017, SECO launched EasyGov, its online portal to facilitate those administrative procedures which are mandatory for businesses.
EasyGov makes it possible to set up a sole proprietorship, limited liability company, corporation, general partnership or limited partnership.
Using the online portal for businesses, entrepreneurs can also register a new business with the compensation office for Old-Age pension and Survivors’ Insurance (OASI), VAT and Accident Insurance (for all legal forms of businesses).
EasyGov also allows notification of the company to the commercial register (for sole proprietorships, general or limited partnerships). For setting up a limited liability company or corporation, EasyGov helps prepare the documentation for notarial certification. Registration in the commercial register occurs only after the preparation of the founding document with the notary.
The rules for creating the name of the company depend on its legal structure. These are listed below.
Sole proprietorships
- The family name must form part of the company name.
- Additions are possible (only if they do not presume the existence of relations between the company and other persons).
Sole proprietorship for freelancers
General and limited partnerships
- Free choice of name.
- The legal form must be indicated in the company name (either: KlG or KmG or KmAG).
Additions such as "& Co." or "and Partner" can still be used, but the legal form must also be specified here (e.g. model and partner KlG).
The advantages of a general partnership
In a limited partnership, one partner is a full partner
Corporations
- Free choice of name
- For family names, “SA” must be added
- The name of the company can be changed after its creation by means of an amendment of the articles of association by the general meeting. This procedure must be recorded in a legal document and be registered with the commercial register.
The limited company: one of the most common legal forms
Limited liability companies
- Free choice of name
- “SARL” must be added
- The name of the company can be changed after its creation by means of an amendment of the articles of association by the general meeting. This procedure must be recorded in a legal document and be registered with the commercial register.
A limited liability company (SARL) in Switzerland: responsibility, share capital, establishment
Then, the cantonal office checks in the commercial register whether a company with an identical name already exists. However, the commercial register office does not check the risk of confusion with similar company names. Checks may however be required through legal channels by the owner of the older of the two companies. If there are no obstacles spotted during the checks, registration in the commercial register occurs.
The costs of registering with the commercial register vary according to the company’s legal structure. Depending on the complexity and workload of the commercial register office concerned, registration takes between 5 and 60 days.
The costs of registering with the commercial register
Registration of the commercial activity before public registration in the commercial register is possible. For the SA or SARL to have access to share capital or company capital, respectively, deposited with the bank before publication in the Swiss Official Gazette of Commerce (FOSC), an advance excerpt from the commercial register must be ordered from the cantonal office, against payment of a tax. Before registration in the commercial register, the company will have “SA/SARL (establishment in progress)” as its company name.
It is legal to carry out operations on behalf of the company being set up, even before registration in the commercial register. If registration were not to occur, the company would, from a legal point of view, be regarded as an ordinary company. This means that all partners would answer jointly and severally for the rights and obligations contracted.
A company's founder or any person requesting registration with the commercial register is required to complete the Stampa Declaration and the Lex Friedrich (or Lex Koller) Declaration. Until now, the Stampa Declaration was submitted on a separate form. From now on, the Stampa Declaration must be included in the findings of the authentic instrument (cf. e.g. art. 629 para. 2 no. 4 or art. 652g para. 1 no. 4 CO).