The limited liability company (GmbH) is the most popular business form for new companies in Switzerland. It offers numerous advantages and can be founded by a single person or multiple shareholders. Zürcher Treuhand answers the most common questions about GmbHs and actively supports you with company formation.
To officially establish a GmbH, a minimum share capital of CHF 20'000 is required. This capital must be deposited in a bank, which will issue a capital confirmation. Cash is not strictly necessary—the share capital can also consist of assets like vehicles or machinery.
After the company is founded, the capital is freely available to the company—it is not “locked,” and can be used for regular business activities. The share capital mainly serves as a liability foundation.
The entry is made at the commercial register office in the canton where the GmbH is based. After this, registration with the cantonal social security office is mandatory, which regulates contributions to the first and second pension pillars.
Unlike sole proprietorships, GmbH names are largely unrestricted. However, the following rules still apply:
Every GmbH is required to maintain proper bookkeeping and prepare annual financial statements (balance sheet, income statement, and notes). If annual revenue is below CHF 100'000, a simplified income/expenditure accounting is usually sufficient.
Accounting must be transparent and understandable for third parties. Zürcher Treuhand is happy to assist you with bookkeeping, including year-end closing.
The shareholders’ meeting is the highest governing body of a GmbH in Switzerland and consists of the shareholders (owners of GmbH shares). It must be held at least once per year and is used to make key business decisions, such as:
An audit (or revision) is an external review of a GmbH’s annual financial statements. It is mandatory if certain conditions are met.
Large companies in Switzerland must undergo a full, “ordinary” audit. For smaller GmbHs that do not exceed certain thresholds (currently 40 million in assets, 80 million in revenue, or 250 full-time employees), a limited audit is usually sufficient.
If the company has no more than ten full-time employees and all shareholders agree, even the limited audit can be waived. This is called an opting-out.
Fundamentally, the GmbH pays corporate profit tax, while the owner pays personal income tax. Every business expense reduces the taxable profit and thus the corporate tax burden. The owner’s salary counts as an expense (just like rent, office supplies, and depreciation). Since business owners can decide how much to pay themselves in salary or dividends, they have significant influence over the company’s taxable profit.
There are also other business-related taxes, such as capital tax, church tax in some cantons, and CO₂ levies. A business is subject to VAT if its revenue exceeds CHF 100'000 per year, unless it qualifies for a legal exemption (e.g., nonprofit organizations or certain healthcare services).
If you need help managing your GmbH’s taxes, contact us today. Zürcher Treuhand provides comprehensive and personal advice to business owners.
A GmbH is generally only liable for its debts with its own assets. This significantly reduces personal risk for the shareholders.
Exceptions: If a personal guarantee has been made or if shareholders or management act illegally (e.g., clear fraud or mixing personal and business funds), personal liability may apply.
Yes, that is possible. Make sure your employer agrees, if required (non-compete clauses, confidentiality, etc.). A GmbH must still meet all legal requirements for bookkeeping and tax reporting, even if operated part time.
Yes. Since 2008, a GmbH can be founded by a single person in Switzerland. That person becomes both shareholder and managing director. The limited liability still applies.
Yes, in principle. The conversion involves updating the commercial register entry and is especially useful when the business is growing, and limited liability is desired.
Essential costs include the commercial register entry (at least CHF 420) and the notarial certification (several hundred francs). The starting capital of CHF 20'000 must be deposited in a bank but is available for business use afterward.
The real costs during the start-up phase often come from the time and effort required by the shareholders. A professional fiduciary can take over the paperwork of founding the company.
Yes. Any person residing in Switzerland can establish a GmbH, regardless of nationality. EU/EFTA citizens generally find it easier to obtain residence permits than third-country nationals.
A GmbH can also be founded without Swiss residency, as long as at least one person with Swiss residency and individual or joint signing authority is registered in the commercial register.
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The limited liability company (GmbH) is the most popular business form for new companies in Switzerland. It offers numerous advantages and can be founded by a single person or multiple shareholders. Zürcher Treuhand answers the most common questions about GmbHs and actively supports you with company formation.
