The limited liability company (GmbH — Gesellschaft mit beschränkter Haftung / Sàrl) is the most common legal form in Switzerland for SMEs and start-ups. Governed by arts. 772 to 827 of the Code of Obligations (CO), it offers liability limited to the share capital while allowing flexible organisation. PBM Avocats accompanies entrepreneurs and investors in incorporating their GmbH in Geneva, Lausanne and throughout French-speaking Switzerland, from drafting the articles of association to registration in the commercial register.
Essential Characteristics of the GmbH
The GmbH is a company with limited liability in which shareholders' liability is limited to their contributions. Unlike a general partnership, creditors cannot act directly against the personal assets of the shareholders. The GmbH has several distinctive characteristics:
- Minimum share capital: CHF 20,000, fully paid up at incorporation (art. 773 CO)
- Quota shares: par value of at least CHF 100 each (art. 774 CO)
- Number of shareholders: from 1 to 100 (art. 772 para. 1 CO)
- Management: by one or more managers appointed by the shareholders (art. 809 CO)
- Legal personality: acquired upon registration in the commercial register (art. 779 CO)
- Domicile requirement: at least one manager domiciled in Switzerland (art. 814 para. 3 CO)
The Incorporation Procedure Step by Step
Incorporating a GmbH follows a formal multi-step process requiring the involvement of a notary and the commercial register.
| Step | Action | Indicative Timeframe |
|---|---|---|
| 1 | Drafting articles of association and designating managers | 1–5 business days |
| 2 | Opening a blocked bank account and paying in the capital | 1–3 business days |
| 3 | Signing the authentic deed before a notary (art. 777 CO) | 1 day |
| 4 | Filing the complete file with the cantonal commercial register | 1–2 days |
| 5 | Commercial register entry and release of blocked account | 5–15 business days |
| 6 | Publication in the Swiss Official Gazette of Commerce (SOGC) | Automatic after registration |
The Articles of Association: Mandatory Content and Optional Clauses
The articles of association are the founding document of the GmbH. Art. 776 CO imposes a mandatory minimum content:
- The company name (must contain the term "GmbH" or "Sàrl")
- The registered office (municipality in Switzerland)
- The corporate purpose (object of the activity)
- The amount of share capital and the par value of the quota shares
- The form of notices to shareholders
Beyond these mandatory elements, PBM Avocats recommends including clauses on restrictions on the transfer of quota shares, pre-emption rights between shareholders, rules on quorum and majorities for important decisions, and the modalities for shareholder exit. These statutory provisions usefully complement a confidential shareholders' agreement.
Contributions in Kind
The share capital may consist of cash contributions, but also of contributions in kind (art. 777a CO): machinery, vehicles, patents, business assets, etc. In the event of a contribution in kind, a valuation report prepared by a licensed auditor is required, and the articles of incorporation must mention the precise description of the contribution, its value and the number of quota shares allocated in exchange. The procedure is more burdensome but allows the company to be capitalised without mobilising cash.
Tax Regime of the GmbH
For tax purposes, the GmbH is subject to profit tax at federal level (8.5% on net profit after tax) and at cantonal level. In Geneva, the combined effective rate is around 13.99% since the 2020 tax reform (TRAF). In the canton of Vaud, the effective rate is 13.79% since 2019. Dividends paid to individual shareholders holding at least 10% of the capital benefit from reduced taxation (participation reduction at 70% at federal level under art. 20 para. 1bis FITA). A managing shareholder can also optimise the overall tax burden through the salary/dividend combination, with the support of our tax law specialists.
Incorporation Costs: Summary
| Cost Item | Indicative Amount (CHF) | Note |
|---|---|---|
| Notary fees | 1,000 – 2,500 | Varies according to complexity |
| Commercial register fees | 600 – 900 | Depends on canton (GE / VD) |
| Issuance stamp duty | 0 if capital ≤ CHF 1 million | 1% on excess above CHF 1 million |
| Minimum share capital | 20,000 | Fully paid up |
| Lawyer's fees (PBM) | By quotation | Drafting articles, structuring |
The Corporate Law Reform of 1 January 2023
The revision of GmbH law which came into force on 1 January 2023 introduced several important new features. The shareholders' meeting can now be held electronically without requiring the consent of all shareholders (art. 805a CO). Circular resolutions are facilitated. The company may also repurchase its own quota shares under expanded conditions. These relaxations allow more agile management, particularly useful for structures with geographically dispersed shareholders.
Frequently Asked Questions about Incorporating a GmbH in Switzerland
What is the minimum capital required to incorporate a GmbH in Switzerland?
Art. 773 CO sets the minimum share capital of a GmbH at CHF 20,000. This capital must be fully paid up at incorporation, unlike the AG where partial payment is possible. The capital is divided into quota shares with a par value of at least CHF 100 each (art. 774 CO). There is no legal maximum capital, but in practice an excessively high capital may generate additional issuance stamp duties above CHF 1 million.
Is a notary visit mandatory to incorporate a GmbH?
Yes. Art. 777 CO requires that the articles of incorporation of a GmbH be established in authentic (notarial) form. In the canton of Geneva, the public official and notary will notarise the deed; in the canton of Vaud, a private notary is competent. The authentic deed is then filed with the commercial register for registration. In Geneva, the registration period is generally one to two weeks after receipt of the complete file.
What is the difference between a shareholder and a manager in a GmbH?
A shareholder is a quota share holder who participates in decisions of the shareholders' meeting (art. 804 CO). A manager is the person responsible for the management and representation of the company (art. 809 CO). These two roles can be combined by the same person, which is common in small structures. However, the law requires that the GmbH be represented by at least one person domiciled in Switzerland (art. 814 para. 3 CO).
Can quota shares be freely transferred in a GmbH?
No. The transfer of quota shares in a GmbH requires the approval of the shareholders' meeting, which must obtain a majority representing at least three-quarters of the votes (art. 786 CO). The articles may provide for stricter rules. This restriction is a fundamental difference from the AG, where shares are in principle freely transferable (except for statutory approval clauses). A shareholders' agreement may provide for pre-emption rights and other additional control mechanisms.
What are the approximate costs of incorporating a GmbH in Geneva or Lausanne?
The costs of incorporating a GmbH include notary fees (approximately CHF 1,000 to 2,500 depending on complexity), commercial register fees (approximately CHF 600 to 900), and any issuance stamp duties if the capital exceeds CHF 1 million (1% on the excess). To these costs are added lawyer's fees if the drafting of articles or structuring is entrusted to PBM Avocats, as well as bank account opening fees.