Choosing the right legal form for your business

Choosing the appropriate legal form is a crucial step when creating or buying a business in SwitzerlandThis choice influences the legal structure of your company, your personal liability, your tax obligations and your growth prospects.

In this article, we will present the main legal forms available in Switzerland, their advantages and disadvantages, as well as the essential criteria to consider in order to make the best choice.

Why is the choice of legal form essential?

The legal form determines the operation of your company, its obligations and its relations with third parties. In Switzerland, this structure is governed by the Code of Obligations and must be defined when creating your company.

This choice impacts several fundamental aspects:

• Contractor's responsibility: Some structures engage your personal assets, while others limit liability to the invested capital.
• Taxation: Depending on the legal form, income is taxed differently, particularly between sole proprietorships and capital companies.
• Growth capacity: Certain structures, such as the public limited company (SA), facilitate the entry of investors or international expansion.

The main legal forms in Switzerland

In Switzerland, the choice of legal form is based on the categories defined by the Code of Obligations. Here are the main options:

• Individual reason (IR)
• The general partnership (SNC)
• Limited Liability Company (SARL)
• The public limited company (SA)

Each legal form meets specific needs. To choose the one that suits you best, it is essential to analyze your objectives and resources.

The criteria for choosing the right legal form

To select the ideal legal form, several elements must be taken into account:

• Initial capital: SARLs and SAs require a minimum capital of CHF 20,000 and CHF 100,000 respectively, part of which must be released upon creation.
• Responsibility and risks: If you want to protect your personal assets, opt for an SARL or an SA.
• Independence: If you work alone, the sole proprietorship may be suitable. If you have partners or want to welcome investors, consider an LLC or SA.
• Taxation: Taxation varies depending on the type of business. Capital companies are subject to double taxation (profits and dividends).
• Financing requirements: If you plan on growing rapidly, an SA may be more appropriate for attracting capital.

Detailed analysis of each legal form

Individual reason (IR)

This is the simplest and least expensive structure, suitable for independent entrepreneurs.

Benefits :

• Simple formalities and low administrative costs
• No minimum capital required
• Complete freedom of management

Disadvantages:

• Unlimited liability on personal assets
• Difficulty attracting investors or obtaining significant financing
• Personal income tax, sometimes high

The general partnership (SNC)

Ideal for associations of entrepreneurs, the SNC does not require minimum capital, but the liability of the partners is joint and several and unlimited.

Benefits :

• Ease of creation
• Shared management between partners

Disadvantages:

• Unlimited liability of partners
• Possible dissolution in the event of departure of a partner

Limited Liability Company (SARL)

Popular with SMEs, the SARL protects personal assets while offering a flexible structure.

Benefits :

• Liability limited to invested capital
• Suitable for growing businesses
• Possibility of integrating partners

Disadvantages:

• High creation costs and accounting obligations
• Double taxation of profits and dividends

The public limited company (SA)

This is the preferred legal form for large companies.

Benefits :

• Shareholder anonymity
• Access to financing made easier
• Limited liability

Disadvantages:

• Complex administrative formalities
• High management costs
• Double taxation

Summary table of legal forms

Our advice for choosing the right legal form

• Anticipate your future needs: If you plan to expand rapidly, choose a suitable structure from the start.
• Consider the costs: Evaluate the creation and management costs for each legal form.
• Analyze the tax implications: Consult a tax expert to optimize your taxes.
• Consider the risks: Risky activities require increased protection, such as that offered by an LLC or SA.
• Ask for advice: A certified accountant can help you avoid costly mistakes.

Conclusion: A strategic choice

Choosing the right legal form is a key decision to ensure the success of your business. Whether you opt for the simplicity of a sole proprietorship or the strength of a corporation, consider your current and future needs.

By considering liability, taxes, and your growth goals, you can lay the foundation for a successful business. And remember: surrounding yourself with knowledgeable professionals can make all the difference!