A limited company (Art. 620–763, Swiss Code of Obligations) may be formed by one or more natural or legal persons. These persons contribute a certain amount of capital that is divided into fractional amounts (the shares).
Together with the limited liability company (SARL), the limited company (SA) is the most common legal form in Switzerland, since it also offers small businesses many benefits in terms of liability, regulation of capital, etc. Only the corporate assets are liable in a limited company. In the event of bankruptcy, therefore, the shareholders do not lose their share capital.
The shareholders’ agreement clarifies the situation when multiple parties are involved in the company. At least one shareholder is required when establishing a limited company. This may be a natural person or a legal person, or another trading company. The creation process is lengthy, and the costs are higher than those involved in setting up a partnership.
A limited company is founded by the registration of the company on the trade register, the notarial authentication of the establishment, the approval of the articles of association, the appointment of the board of directors and the verification certificate from the supervisory body.
There are a number of legal provisions which must be complied with when forming a company. For example, the company name must include the suffix SA or the company name may not be purely descriptive and may not contain place names that do not correspond to the company’s place of business (cf. Instruction and directive to the Commercial Register authorities regarding formation and auditing of companies and names, dated 1 April 2021 – only in German).