Swiss limited liability company (GmbH/Sàrl)

How a Swiss GmbH works

The limited liability company is governed by Art. 772–827 of the Swiss Code of Obligations (CO). One or more founders, individuals or companies, adopt articles of association in a notarised deed, subscribe the capital contributions and pay them in full (Art. 777c CO). The company acquires legal personality when it is entered in the commercial register (Art. 779 CO). From then on, only the company's assets answer for its debts (Art. 772 CO). A member risks the contribution paid in, plus any additional or ancillary contributions the articles impose.

The nominal capital must be at least CHF 20,000 (Art. 773 CO) and may also be set in a foreign currency essential to the business. Since 1 January 2023 a capital contribution only needs a nominal value above zero, so 20,000 contributions of CHF 1 each are allowed. Further capital rules are covered under nominal capital of a GmbH.

One person can found a GmbH alone. That makes it a common next step for the owner of a sole proprietorship who wants to cap personal liability.

Members in the register

Every member is entered in the commercial register by name, with the number and nominal value of their capital contributions (Art. 73 Commercial Register Ordinance). The company also keeps its own register of contributions with the members' addresses (Art. 790 CO), which is not public. Shareholders of a stock corporation (AG), by contrast, do not appear in the commercial register. A transfer of contributions needs a written agreement (Art. 785 CO) and, unless the articles provide otherwise, the approval of the members' meeting (Art. 786 CO).

Managing directors

By default all members manage the company together; the articles can assign management to specific persons (Art. 809 CO). Only natural persons can be managing directors. A managing director or director resident in Switzerland must be able to represent the company (Art. 814 CO). The managing directors hold non-transferable duties comparable to those of an AG's board, including overall management and the organisation of accounting (Art. 810 CO).

Swiss GmbH, German GmbH and French SARL

The German GmbH under the GmbH-Gesetz requires a minimum capital of EUR 25,000, of which at least EUR 12,500 must be paid in before registration. The French SARL has had no minimum capital since 2003. The Swiss GmbH requires CHF 20,000, fully paid in, and publishes its members in the register.

In the commercial register and the SHAB

The legal form must appear in the company name (Art. 950 CO), so names end in "GmbH", "Sàrl", "Sagl" or the full form. The register entry shows the date of the articles, the purpose, the nominal capital, each member with their contributions, and every person with signing authority. Each change is published in the Swiss Official Gazette of Commerce (SHAB/FOSC/FUSC), for example a new managing director or a transfer of contributions. When the company is dissolved, its name carries "in Liquidation" until the entry is deleted.

What to check when dealing with a GmbH

• Members and contributions: the extract names every member with their capital contributions, which shows who holds control. Current equity and turnover do not appear. See how to size a Swiss company.
• Who can sign: check whether the managing directors sign individually or jointly. Under sole signature, one person can commit the company alone.
• Status: "in Liquidation" in the name or frequent changes of managing directors in the SHAB are worth a closer look before you sign.

For a line-by-line walkthrough, see how to read a Swiss register extract and how to check a Swiss company.