A SARL is a commercial company with its own legal personality and a low start-up capital, which is particularly suited to SMEs and family-owned firms. It is a mixture of a public limited company and a partnership. There are around 130,000 limited liability companies in Switzerland (source: Structural Business Statistics STATENT, dated 24.08.2023).
A SARL is established at the time of its entry in the Commercial Register. As in the case of a public limited company, the authentication of its establishment must be notarized. The founders of the firm must declare its establishment by means of an official deed, draw up its articles of association, convene the managing director’s meeting and appoint an auditor.
Each shareholder holds at least one share in the share capital. A written agreement drawn up between the parties concerned is sufficient in order to transfer shares. An official deed is no longer required.
Minimum share capital of CHF 20,000 must be raised (Art. 773, Swiss Code of Obligations) whether in the form of cash or contributions in kind. The share capital can also be denominated in the foreign currency in which the company mostly conducts its business. If the share capital is denominated in a foreign currency, the same currency must be used for both commercial accounting and financial reporting. Permitted currencies (along with the Swiss franc) are the euro, US dollar, pound sterling, and the yen. Cryptocurrencies are not permitted (Art. 621, Swiss Code of Obligations). The face value of the shares may be less than 1 rappen but more than zero.
The "limited liability" designation only relates to the shareholders and not to the company as a whole. The latter has unlimited liability for its debts. As the share capital must be discharged in full, individual shareholders bear no personal liability unless additional and secondary liability is set out in the articles of association.
This obligation is intended only to cover balance sheet losses, to allow for the continuation of the firm's business or for cases defined in the articles of association. The total amount of additional payments must not exceed twice the nominal value of the share owned by a particular shareholder (Art. 795 CO).
Preconditions for establishment of the company
A limited liability company must be formed by one or more natural and/or legal persons. As with a limited company, a "sole proprietorship" can be formed and operated.
There are various legal provisions which must be complied with when selecting a company name, for example, a name that is already used by another company cannot be chosen. The "Sàrl" suffix must be used (cf. Instructions and directive to the Commercial Register authorities regarding formation and auditing of companies and names, dated 1 April 2021 – only in German).
Like a limited company, a limited liability company must appoint an accredited external auditor. This auditor checks the accuracy of the accounts on an annual basis, and drafts a report for the General Meeting, as the limited liability company is responsible for keeping accounts and filing financial reports in accordance with the provisions set out in the Swiss Code of Obligations (Art. 957, Swiss Code of Obligations et seqq.).
Start-up costs and taxes
The start-up costs for a SARL are slightly lower than those for a public limited company, but they are higher than those of a partnership.
The establishment of a SARL requires an equity contribution of at least CHF 20,000. In addition to this basic capital, consultancy fees concerning start-up methods amounting to between CHF 600 and CHF 2,000, notarial fees relating to memoranda of association of between CHF 700 and CHF 2,000 as well as fees for registration in the Commercial Register of CHF 600 (provided that the share capital does not exceed CHF 200,000) also apply. Moreover, the founder must pay a tax referred to as “stamp duty” amounting to 1% of the share capital if the latter exceeds CHF 1,000,000.
Further information can be obtained from: