Business Creation, Independent and Sole Proprietorship: The Complete Guide

Business start-up, independent and sole proprietorship in Switzerland: The Complete Guide

Do you want to start a business or start a business? Here is where to start.


Contents

Prepare for entry into the world of entrepreneurship

Choosing the best legal form for your SME

Adapt the legal structure to your needs

Checklist: founding a business

What matrimonial regime for independent contractors?

The sole proprietorship: legal bases

  1. Legal basis
  2. Ideal for / main purpose of use
  3. Economic importance
  4. Advantages
  5. Drawbacks
  6. Juridical nature
  7. Formation of the company name
  8. Foundation
  9. RC registration
  10. Necessary number of owners or associates
  11. Mandatory capital
  12. Contributions in kind to replace money
  13. Organization and bodies
  14. Duties of the administration / bodies
  15. Liability / obligation of additional payment
  16. Use of investors or foreign funds
  17. Distribution of profit / loss responsibility
  18. Constitution of reserves
  19. Obligation to keep accounts
  20. Taxation
  21. Foundation fees
  22. Direction and representation
  23. Output / transmission
  24. Provisions relating to nationality and domicile

Start a business as a foreigner

Types of companies

The limited company (SA): one of the most common models

The limited company (Sàrl) in Switzerland: responsibility, social capital, creation

The characteristics of a cooperative society

Association, another form of enterprise

How to find the initial capital for its SME?

Business plan

Prepare for an interview with a bank

How to choose where to start your business?

The commercial register

How to register a company in the commercial register

Registration fees in the commercial register

Statements by Stampa and Lex Friedrich

Trade register, Zefix® and Regix

Social Insurance

taxes

Value added tax (VAT): functioning


A well planned start

To get started, we must first clarify some essential questions (legal form, Business Plan, etc.).

Prepare for entry into the world of entrepreneurship

The transition from salaried activity to self-employment implies great demands for future entrepreneurs.

There is no ideal way to start a business. However, it is important to proceed systematically, preferably using a detailed schedule. Thus, one avoids, in the euphoria of the beginnings, the omission of essential points.

Market analysis, an essential first step

Market analysis helps the entrepreneur convert their business ideas into product benefits and identify potential customers.

The main questions to ask are the following:

  • Who are the potential buyers?
  • What are their real needs?
  • How is the market structured?
  • How many competitors are there?
  • What are they proposing?

More than 25 professional market analysis companies (grouped together in the Swiss Association of Market and Social Research Specialists or Swiss Interview Institute) offer tailor-made studies. These services are often too expensive for small businesses. But SMEs can also get valuable information on their own.

Quantitative analysis

To understand a market according to its size, figures and statistics are available publicly or at a lower cost. Here are some sources:

  • Federal Statistics Bureau
  • The statistical yearbooks of the cantons and municipalities
  • Trade associations, branches, economic or professional associations
  • Associations and consumer magazines (product testing or other)
  • Banks (business and industry reports)
  • The service to promote Switzerland's economic interests abroad (Osec became Switzerland Global Entreprise, or SGE and its 21 swiss business hubs)
  • The Economic Research Center of the Federal Institute of Technology (KOF); private regional economic institutes (eg Bak Basel Economics in Basel)
  • Institutes specializing in universities and colleges (among others, theSwiss institute for small and medium-sized enterprises of the University of St. Gallen)
  • Research on market research Publizistik.ch
  • Private practices: Nielsen Switzerland, DemoSCOPE AG
  • The specialized press (in Switzerland alone, there are about 1'800 publications and specialized magazines).

These figures, supplemented by interviews with market players (eg traders, bidders, experts), can help to better understand the needs of the business.

Qualitative analysis

Quantitative data does not say anything about the motives of consumers. As an alternative to the opinions of professionals (usually expensive), amateurs can answer the qualitative question "Why? ". Conversations with co-workers, connoisseurs of the industry and competition (non-direct competition) provide a more informed idea of ​​consumer behavior.

Conversations with potential customers are very effective: the company gets a quick answer on the chances of its product or service on the market. A written survey is also possible, but much more expensive to achieve.

Competition analysis

Analyzing the competitive situation is difficult, as most small businesses do not publish sales or market shares, let alone margins and profits. But again, there are sources of free information that can help:

  • Competitors (but not the direct competitors)
  • Suppliers of competition
  • To create links with competitors of the competition via his own contacts
  • Visit trade shows and the general public: collect information and advertising, as well as catalogs, and discuss with specialists
  • Request brochures, price lists, business literature, company reports and illustrated brochures
  • Collect several offers
  • Books and lists on branches
  • Specialized magazines, newspapers, customer magazines
  • The websites of the competition

Choosing the best legal form for your SME

A business can be based on different legal models. The needs and ambitions of a society determine which one to choose.

Limited company or limited company? Individual reason or partnership? Whoever wants to start a business is faced with many legal and economic issues. Not all legal forms are suitable for all businesses. Depending on the choice that is made, there are different rules to respect.

Adapt the legal structure to your needs

Whoever wants to create or restructure a company must opt ​​for a legal form. Warning: not all legal forms are suitable for all companies.

Future entrepreneurs will find in this section all the information that can guide them in choosing the most appropriate legal form for their company.

The three most common forms for SMEs in Switzerland are the sole proprietorship, the limited liability company (SA) and the limited liability company (Sàrl).

Corporations and capital companies are differentiated mainly by risk taking. Whoever wants - and who can - bear the risk alone and bear the responsibility for the claims with his private wealth can simply register in the commercial register as a sole proprietorship. On the other hand, entrepreneurs who engage with colleagues will be better off by creating a partnership or partnership.

Whoever wants to take less risk at the financial level can limit himself to a certain sum by creating a company of capital, that is to say a company with limited liability (Sàrl) or a public limited company (SA). It is also possible to endorse a commercial activity in an association or in a cooperative society.

Here are some criteria to consider in choosing the desired legal form:

  • Capital: foundation fees, capital requirements and minimum capital requirements vary according to the legal form. In particular, the capital requirements for the current year as well as 3 for 5 next years should be considered.
  • Risk / liability: as a general rule, the greater the risk of the company or the financial contribution, the more it is advisable to opt for a limited liability company.
  • Independence: depending on the legal form, the margin of maneuver is limited. It is therefore necessary to determine whether the entrepreneur wishes to work alone or with partners and whether he prefers to integrate investors or partners into his business.
  • taxes: depending on the form of the company, the income and assets of the business and the owner are taxed separately or together. There is a tendency to tax the large incomes of capital companies less than partnerships or individual reasons.
  • Social Security: certain social insurance is compulsory, optional or non-existent, depending on the legal form. Thus, owners of an individual reason are not insured against unemployment and membership in a pension fund is optional. On the other hand, in the case of SA and Sàrl, the director of a company is also considered as employee and included in the social insurance.

Checklist: founding a business

Do you want to start a business? The following are the main points to follow:

All legal forms

  • Budgeting foundation fees
  • Provide advice and a tax calculation related to the creation
  • Determine a company name (to be clarified with the Cantonal Service of the Commercial Registry)
  • Register for the AVS pension fund
  • Determine the obligation to pay VAT. If yes, register with the Federal Tax Administration

With employees

  • Register the employees in the AVS pension fund and conclude the compulsory insurance for the LPP and the LAA (note: the owners of joint stock companies [SA and Sàrl] are subject to the same social insurance obligations as employees)

All legal forms, individual reasons excluded

  • Develop a company contract and statutes
  • Register in the commercial register
  • Determine the bodies: board of directors / partners, management, administration or committee; reviewing organ
  • Transmit the acts of foundation for examination to a notary and the commercial register, any adaptations
  • Request a statement of acceptance from the auditors
  • Organize the general assembly

Sàrl and SA

  • Determining Share Capital, Including Share Capital, Allocation and Release (Dividend Payments)
  • Choose a bank for shares and open an account
  • Release the amount, from the bank, the payment of shares and shares (submit an extract from the commercial register)
  • Issue a certificate of shares and shares, open an accounting for the shares and the company

What matrimonial regime for independent contractors?

Married entrepreneurs are faced with the question of what sequels could befall the business for each of the spouses.

Switzerland has three types of matrimonial regimes: participation in acquests, community of property and separation of property. They regulate the property of the property during the marriage and the manner in which the patrimony and the debts are distributed in the event of divorce or death.

Without a specific marriage contract, it is the right of participation in the acquests that is authentic, according to which the respective marital property is clearly separated. This means that independent contractors are only responsible for the debts of the business to the extent of their own property (which includes property and inheritances brought during the marriage). The partner's property is not affected. Thus, the separation of goods is not necessary.

If the participation in the acquests is dissolved, that is in the case of a divorce, a death or a modification of the plan, the spouses take care of half of the spouse's acquests. But in this case, the spouse is not responsible for the debts either.

The sole proprietorship to go solo

Many entrepreneurs favor the individual business. From a legal point of view, this form is recommended when only one natural person carries out a commercial activity.

The sole proprietorship is ideal for activities closely related to the owner. Often architects, craftspeople, doctors, lawyers and local businesses opt for this legal form.

An easier registration

A sole proprietorship can be founded very simply. The activity can start quickly with limited foundation fees. In principle, only registration in the commercial register is required. The payment of a fixed basic capital is not obligatory. In addition, the double taxation of the benefit can be avoided.

With regard to social insurance, it should be noted that the founders of sole proprietorships have, as a general rule, the status of self-employed workers. They are therefore largely responsible for their foresight.

To obtain independent status, entrepreneurs can submit an application to the AVS in the place where the activity is carried out. The conditions of granting vary according to the sector. The caisse will examine the case and ask for the necessary supporting documents. In the building sector (painter, mason) or transport (taxi driver for example), it is the SUVA which grants the status of independent. Only once the green light of SUVA obtained, the founders can file an application with the AVS on the place where the activity is exerted.

The functioning of social insurance

The name of the company must include the name of the creator. Whimsical or technical names are only permitted in complements. The registration in the commercial register implies that the name of the company is protected and that the owner is subject to prosecution by bankruptcy.

Sole proprietors whose turnover does not exceed CHF 500'000 must have at least simplified accounts which include only income, expenses and assets.

Sole proprietors with a turnover of CHF 500'000 or higher in the last financial year must keep accounts and submit accounts in accordance with the rules laid down in the Code of Obligations (art. 957 and following).

The sole proprietorship: legal bases

Artisans and doctors often opt for the sole proprietorship. It is suitable for firms whose activity is closely related to its owner.

1. Legal basis

There is no special requirement in the code of obligations regulating the legal form of the sole proprietorship.

2. Ideal for / main purpose of use

The sole proprietorship is ideal for activities closely related to the owner. Often architects, craftsmen, doctors, lawyers and local business enterprises opt for the legal form of the sole proprietorship.

3. Economic importance

With nearly 326'205 companies, the sole proprietorship is the most common legal form in Switzerland. It owes its privileged position to the advantages offered by the simplicity of the requirements of creation and the absence of a minimum capital.

4. Advantages

A sole proprietorship can be founded simply and does not require any particular formalities. Thus, the activity starts quickly.

  • Only registration in the commercial register is required: it is compulsory when the business is operated in commercial form and the annual income exceeds CHF 100'000.
  • The payment of a fixed basic capital is not obligatory.
  • The members can assume the role of the organs themselves.
  • Double taxation of the benefit can be avoided.

5. disadvantages

  • The owner assumes unlimited personal liability.
  • Ownership shares are more difficult to pass than those of a capital company.
  • Partnerships, of which the sole proprietorship is a part, have difficulties in accessing the capital market.
  • The protection of the social enterprise is limited to the territory.
  • In view of the nominative registration in the commercial register, anonymity is not guaranteed.

6. Juridical nature

The owner is the sole manager of the sole proprietorship.

7. Formation of the company name

The name of the company must include the last name (with or without the first name) of the founder.

In addition to the name, it is possible to add add-ons such as the field of activity or fancy designations. The corporate name must nevertheless be truthful, must not mislead or prejudice any public interest. Additions presuming the existence of a company are not allowed (art. 944 et 945 CO).

8. Foundation

The sole proprietorship is founded once the taking of an independent and sustainable economic activity. This does not necessarily imply the race for profit.

9. RC registration

Registration in the commercial register is mandatory:

  1. for a professional activity exercised in the commercial form,
  2. when the annual income exceeds CHF 100'000. If the same person operates several sole proprietorships, the turnover of these companies is added together when determining the obligation to register.

For any other individual reason, registration is optional (art. 36 ORC).

10. Necessary number of owners or associates

In a sole proprietorship, a natural person is the sole owner.

The natural person must be recognized as independent by social insurance. To do this, you must register with the competent compensation office of the company's head office.

11. Mandatory capital

The foundation of a sole proprietorship does not require any minimum capital.

12. Contributions in kind to replace money

Contributions in kind are possible.

13. Organization and bodies

A sole proprietorship does not have organs. It may, however, have recourse to a fiduciary or a review body.

14. Duties of the administration / bodies

15. Liability / obligation of additional payment

The owner responds personally with his private fortune.

16. Use of investors or foreign funds

The possibilities of financing a sole proprietorship via foreign funds are limited and depend heavily on the fortune of the entrepreneur. In addition, the solvency of the owner and the risk of the company require guarantees on the basis of commercial or private wealth. Third-party bonding is possible. Third parties can only participate in the business with loans (foreign funds).

17. Distribution of profit / loss responsibility

The owner of the sole proprietorship fully assumes the profits and the risks of loss.

18. Constitution of reserves

No special regulations

19. Obligation to keep accounts

Sole proprietors whose turnover does not exceed CHF 500'000 must have at least simplified accounts which include only income, expenses and assets.

Sole proprietors with a turnover of CHF 500'000 or higher in the last financial year must keep accounts and submit accounts in accordance with the rules laid down in the Code of Obligations (art. 957 and following).

20. Taxation

The owner of a sole proprietorship is taxable for all his professional and private income and wealth.

Tax planning can be used when the business and private home are in the same location or in different locations. In situations where the head office and the private home are not in the same location, the owner generally pays less taxes, like the partnership. Sometimes, the head office is even located in a more advantageous place in terms of the tax rate. In this case, the sole proprietor offers better benefits (see example below).

Comparative taxation of anonymous company versus sole proprietorship (company in the city, home in the suburbs).

(Values ​​in CHF)

SA / SàrlEnterprise
individual
Profit conf. to the annual accounts50'000300'000
Dividend distribution50'000 pm
For SA / Sàrl, as expenses according to the contract of company:
Officer's salary250'000
Total Perceptions / Benefits300'000300'000
Taxes on the company website20% * rate25% rate
Ent. ind .: on profits * according to taxes 75'000
SA / Sàrl: on profits10'000
Taxes in private homes18% rate18% rate
From the owner of the SA / Sàrl: on the salary45'000
From the owner of SA / Sàrl: on dividends 4'500 **
** at a reduced rate: ZH tax rate at 50%
Total taxes59'50075'000

General remark: calculation excluding AHV, with fictitious interest rates; no general declaration, to be judged on a case by case basis.

21. Foundation fees

Starting a sole proprietorship is inexpensive. It is necessary to count between CHF 0 and 1'000 to be advised on the modalities of creation - for example by a fiduciary - as well as CHF 120 for the registration in the commercial register.

22. Direction and representation

The owner of a sole proprietorship is the sole person responsible for management. He may, however, have recourse to other persons to assure his substitution.

23. Output / transmission

A sole proprietorship can not be transmitted as such. It goes off with the succession or exit of the activity. The successor then opens a new individual business. From a material point of view, the partial or complete transmission of the activity is carried out by the transfer of assets and liabilities.

The transfer of the assets or the activity of a sole proprietorship registered in the commercial register is governed by the provisions of the law on the merger (art. 181 IV CO). In other cases, the article 181 I, II and III CO, which provides for joint and several liability of the former debtor. For the transfer of work relationships, art. 333 CO prevail.

24. Provisions relating to nationality and domicile

In a sole proprietorship, it is not necessary for the owner to have his domicile in Switzerland, but he must present a work permit and a residence permit.

Start a business as a foreigner

More and more foreign entrepreneurs want to settle in Switzerland. The possibilities of creating a company, however, differ depending on the founder's place of origin.

For the creation of a company by foreign nationals, Switzerland follows a dual system. Nationals from EU / EFTA states can benefit from the agreement on free movement of persons. As for nationals of third countries, it is mainly the most qualified who are accepted.

Nationals of the EU / EFTA Member States

All nationals of EU / EFTA member states can engage in self-employment (with specific provisions for Croatian nationals).

Further information from the Swiss authorities:

Nationals of the EU / EFTA Member States

Third-country nationals

Entrepreneurs from third countries - ie neither the EU nor EFTA - who wish to start an independent activity in Switzerland must meet the requirements of the Swiss labor market. The legal bases are regulated in the Federal Law on Foreigners (LEtr), the Ordinance on Admission, Stay and Profit (OASA) as well as the LEtr and OASA Directives.

For further information from the Swiss authorities:

Federal Law on Foreigners (LEtr)

Ordinance on Admission, Stay and Fulfillment (OASA)

instructions

Starting a business as a foreign citizen

Border

Border residents from EU / EFTA member states can set up a business and carry on an independent activity in Switzerland. They are therefore subject to the same conditions as nationals of EU / EFTA member states.

Third-country nationals are granted border clearance only if they have a long-term residence permit in a neighboring state and have been resident for at least six months in the border area of ​​that neighboring state.

For further information from the Swiss authorities:

Starting a business as a frontier

Simple society, a quick and easy solution

The simple society is the simplest form of the partnership. It is a contract whereby two or more people agree to join their efforts or resources towards a common goal (art 530551, CO).

In general, simple companies are only created for a short period of time, for example, the construction consortium which, after finishing the building, is dissolved again.

Seen from the outside, a simple society appears as a community of economic interest. It therefore has no legal personality and must not appear with a name. In many cases, in practice, a society is born without the participants even realizing it.

In terms of responsibility, this form of society is not without pitfalls: from the outside, the partners are responsible, in solidarity and without limits, for the obligation of the whole society. There is only limitation of liability where a partner acts clearly on his behalf.

The creation of a simple society does not require a specific form. Registration in the commercial register is not possible. It is advisable to draft a contract that governs, among other things, the management, division of labor and areas of expertise, contributions, and the distribution of gains and losses.

The benefits of the partnership

When two or more natural persons combine to operate a business in accordance with commercial rules, we speak of a partnership (art. 552593, CO).

Any reason for trade may contain, in addition to the essential elements prescribed by law, details of the persons, indications of the activities of the enterprise or fanciful designations, provided that it is true, can not induce error and no public interest (944 article, 1, CO).

The partnership does not have its own legal personality and is therefore not a legal person. On the other hand, she may appear under her own name in the business and acquire rights, contract obligations or constitute a party in business, initiate a prosecution or be sued.

As a business, the partnership is not taxable as a corporation. However, the partners are taxed directly on their salary, on the possible share of profit, on the interests of own funds and on their wealth.

The regulations on liability present risks for the partners: they are responsible for their wealth, in solidarity and without limits until 5 years after the liquidation of a company. However, associates only have to pay if the business has not been successfully managed.

A partnership with a commercial activity is born from the conclusion of the partnership agreement (it is also strongly recommended to have the contract of society checked by a specialist). The partners are then obliged to register their company in the commercial register (Art. 552, al. 2 CO). The inscription is only of a declarative nature. In another case: a partnership with no commercial activity is incorporated as such only when it is registered in the commercial register (Art. 553 CO). Registration is, in this context, a prerequisite and is of a constitutive nature.

For a detailed overview of the partnership and how it works, visit the portal of the Swiss authorities:

The partnership: legal basis

The limited partnership favors one of the partners

The limited partnership makes it possible to raise equity without having to involve a new partner.

The limited partnership (art. 594-619 CO) plays only a minor role in the Swiss economy. This legal form makes it possible to raise own funds without having to involve a new partner.

To create a limited partnership two or more natural persons are required. The limited partnership is created through a partnership agreement between the interested parties. Registration in the commercial register is mandatory.

At least one of the partners - the general partner - takes responsibility for the obligations contracted for his private assets. The other partners - the limited partners - are only liable for a certain contribution, the amount of the sponsorship, and are not subject to prosecution by bankruptcy.

However, they can not be responsible for management. In addition, they have only limited control rights and are subject to other profit and loss interests than the general partners.

The limited partnership is often chosen when an individual reason, or a partnership, requires more capital without management's desire to involve an additional partner.

For a detailed overview of the Partnership and how it works, visit the Swiss Authorities Portal:

The limited partnership: legal bases

The limited company: one of the most common models

A public limited company (art. 620763, CO) may be one or more natural or legal persons. These bring a certain capital which is divided into partial sums (the shares).

With individual reason, the limited company (SA) is the most common legal form in Switzerland, since it also offers small businesses many advantages in terms of liability, capital regulation, etc. Only social fortune meets the obligations of the public limited company. In the event of bankruptcy, the partners only lose their share capital.

The shareholder agreement clarifies the situation when several parties are involved in the company. To found a public limited company, you need at least one shareholder. It may also be a natural or legal person or another commercial company. The creative process is long and the foundation costs are higher than for partnerships.

The public limited company is founded via its registration in the commercial register, the notarial authentication of the foundation, the approval of the statutes, the selection of the board of directors and the verification certificate by the auditor.

The company name can be chosen freely, as long as it is not already used by another company. The SA addition is mandatory.

Unwise double taxation

In the case of an SA, the tax authorities differentiate the private from the commercial. The SA is a legal person and is taxed separately, like any other person. This is a disadvantage for shareholders: if the company makes a profit, it will pay taxes on profits. If, from these profits, it pays, in addition, a dividend to the shareholders, they must declare this dividend as income. This is known as double taxation.

The share capital is also taxed twice: on the share capital, the company must pay the capital tax, while the shares are to be declared as a personal capital of the shareholder.

With the second reform of corporate taxation, the disadvantages of double taxation are mitigated. Partial taxation of 60% dividends for private wealth and 50% for commercial capital for shareholders readjusts the tax burden. Credit-financed companies no longer benefit from those seeking committed shareholders.

Federal Department of Finance: 2e Corporate Tax Reform

Share capital

The mandatory capital of the company (share capital) must be at least CHF 100'000 (art. 621622, CO). It must be paid (paid) to 20% at least, but at least CHF 50'000 (art. 632 CO). This capital does not have to be paid in cash. It can be paid in the form of contributions in kind (eg real estate, machinery, etc.).

When creating a public limited company, the founder (s) must open a deposit account with a bank. It is a bank account on which the capital of the company in formation is deposited pending a registration in the Commercial Register. A declaration of deposit is given in exchange for the payment of the funds, which remain blocked on the deposit account until the publication of the creation of the company in the Commercial Register. To proceed to the opening of the deposit account with a banking institution, it is necessary to attach an authenticated copy of an identity document of the person who signed the request, or a legalization of the signature of the applicant.

After the publication of the company's creation in the Swiss Official Gazette of Commerce, the funds are paid into the company's current account and the deposit account is canceled. The transfer is made at the earliest on the first working day after publication in the Swiss Official Gazette of Commerce. The release of the funds by the bank is done on presentation of an excerpt of the register of the certified trade registering the registration of the company.

Several partners may participate in the share capital at will. Shares may exist in the name of the holder and / or the name. Their nominal value must be at least one cent.

Since the 1er July 2015, holders of one or more bearer shares (or participation certificates) must register with the company within one month. For securities that were purchased before the entry into force of the Regulation, the deadline is one year (situation in July 2015). In addition, they must indicate to the company in question who is the beneficial owner of the participation when their participation reaches at least a quarter of the capital or votes. This announcement requirement also exists for securities acquired before the 1 July 2015. These people must also inform the company of the changes.

The administrative and management bodies of the companies must, in fact, keep up to date the list of holders of bearer shares announced, as well as the list of beneficial owners.

In the case of registered shares, the share is established in the name of the owner. In addition, this person must be registered in the share register of the company. The registered shares change ownership by the signature of the alienator of the paper & nbsp; (the "endorsement") and by the registration in the share register of the company.

The founders may also influence the SA by the shares with privileged voting rights. These are shares in the name of the founder, having a lower nominal value and giving the whole voting right. This implies that a shareholder holding 1'000 shares at CHF 10 may dominate the general meeting against 100 shareholders with shares at CHF 100, although the same amount is paid (CHF 10'000).

Board of directors

The board of directors represents the company with respect to third parties. Unless otherwise provided in the articles of association or the organizational regulations, each member of the board of directors has the power to represent the company.

The board of directors may nevertheless delegate the power of representation to one or more of its members (delegates) or to third parties (directors). Since 1er July 2015, all public limited companies must be represented by a person whose place of residence is in Switzerland. The latter must have access to the share register, to the list of holders of bearer shares and to the list of beneficial owners.

The Board of Directors is the supreme governing and organizing body of the SA. According to the code of obligations, the board of directors directs the company itself, or it assigns management to a third party (which is done, as a rule). However, according to the law, the board of directors has seven tasks that can not be withdrawn or transmitted (art. 716a, CO).

The names of the members of the board of directors are entered in the commercial register. They bear personal responsibility for any damage they may cause by breach of duty, whether willful or negligent.

In recent years, corporate governance has been a topic that, for SMEs as well, has become increasingly important. It's the art and the way a business is run - or where it should be run.

The auditors and the management report

A public limited company must have a statutory auditor who must be appointed at the time of the foundation. Each year, he must submit a report to the board of directors concerning management. For more information on the requirements of public limited liability companies for revision, visit the portal of the Swiss authorities, point 19 on the following page:

The limited company (SA): legal bases

Each public limited company must, each year, draw up a management report including the report and the annual accounts. The annual accounts include the income statement, the balance sheet and an appendix with additional information which must correspond to the minimal legal requirements.

The general Assembly

The annual general meeting of shareholders is the highest body of an SA. The general meeting determines the statutes, elects the board of directors and the auditors, accepts or refuses the annual report and decides on the use of the profits of the company. In the event of a deficit, the board of directors must convene the general meeting without delay and request reorganization measures. In case of over-indebtedness, the board of directors - or the auditor - must inform the judge.

For a detailed overview of the public limited company and its operation, visit the portal of the Swiss authorities:

The limited company (SA): legal bases

The limited company (Sàrl) in Switzerland: responsibility, social capital, creation

The limited liability company (Sarl) (art. 772827, CO) is a mixture of limited company and partnership. This is one of the most common legal forms in Switzerland.

The Sàrl is a commercial company with its own legal personality, with a low initial capital, which is particularly suitable for SMEs and family businesses. This is a mixed form of SA and a collective name. There is more than 92'000 Sàrl in Switzerland, making it the third most popular legal form behind individual reason and SA.

Miscelleanous

A Sàrl is created when it is registered in the commercial register. As for the SA, the authentication of the foundation must be notarized. The creators of the company must by an authentic act declare the creation of the company, establish the statutes and convene the assembly of partners, as well as a review body.

Each partner participates in the share capital for at least one share. To transfer shares, a written agreement between the parties concerned is sufficient. An authentic act is no longer necessary.

It is obligatory to bring a minimum share capital of CHF 20'000 (art. 773, CO) whether by contributions in cash or in kind. By the total liberation of the social capital, the joint and several liability of the partners is abolished. There is no longer a ceiling for the share capital, contrary to what was provided for in the former law of the Sàrl. The minimum contribution per partner, in cash or in kind, is CHF 100 (art. 774, CO); there is no longer any restriction on the number of shares per partner. The owners of the shares must be registered in the commercial register.

Rules of liability

The term "limited liability" can be confusing because the company is fully liable for its debts. Given that the share capital must be fully paid up, the personal liability of each partner is not incurred, except the obligation of additional payment or ancillary benefit provided for in the articles of association.

This obligation is only intended to cover the losses in the balance sheet, to allow the continuation of the activities of the company or for cases defined in the statutes. The amount of additional payments may not exceed twice the nominal value of the share of a partner (art. 795, CO).

Prerequisites for creation

One or more natural and / or legal persons are required for the creation of a Sàrl. Like the SA, a Sàrl can be founded and operated by a single person.

The choice of the company name is free but the addition of the name "Sàrl" is mandatory - in full or in abbreviated form. In addition, the reason for trade must be clearly distinguishable from any other reason for trade already registered in Switzerland.

Like SA, Sàrl must have recourse to a state-approved audit body. This body annually checks the accuracy of the accounts and writes a report for the shareholders' meeting. The Sàrls have the obligation to keep accounts and to present accounts in accordance with the rules contained in the Code of Obligations (art. 957 and following, CO).

Foundation fees and taxes

The costs of founding a Sàrl are a little lower than those of an SA, but they are superior to those of a partnership.

The creation of a Sàrl requires a capital contribution of at least CHF 20'000. To this basic capital are added consultancy fees on the creation methods, which are between CHF 600 and 2'000, notary fees relating to the deed of incorporation, between CHF 700 and 2'000, as well as fees CHF 600 (provided that the share capital does not exceed CHF 200'000). In addition, the creator must pay a tax called "stamp duty" amounting to 1% of the share capital if the latter exceeds CHF 1'000'000.

The Sàrl is subject to double taxation. It is taxable on net income and associates must report the income distributed as income. For the Sàrl as for the partners, the share capital is subject to the wealth tax.

Starting capital

The share capital of the Sàrl (initial capital) must be at least CHF 20'000 (art. 773, CO). It must be paid (released) to 100% at least or covered by contributions in kind at the time of incorporation. The capital does not have to be paid in cash. It can be paid in the form of contributions in kind (eg real estate, machinery, etc.).

When creating a limited liability company, the founder (s) must open a deposit account with a bank. It is a bank account on which the capital of the company in formation is deposited pending a registration in the Commercial Register. A declaration of deposit is given in exchange for the payment of the funds, which remain blocked on the deposit account until the publication of the creation of the company in the Commercial Register. To proceed to the opening of the deposit account with a banking institution, it is necessary to attach an authenticated copy of an identity document of the person who signed the request, or a legalization of the signature of the applicant.

After the publication of the company's creation in the Swiss Official Gazette of Commerce, the funds are paid into the company's current account and the deposit account is canceled. The transfer is made at the earliest on the first working day after publication in the Swiss Official Gazette of Commerce. The release of the funds by the bank is done on presentation of an excerpt of the register of the certified trade registering the registration of the company.

Several associates can participate at will in the social capital. They are nominally registered as shareholders in the commercial register. The par value of the shares of a Sàrl must be at least CHF 100 (art. 774, CO).

If the initial equity participation amounts to or exceeds 25%, the purchasers or holders must inform the company that is the beneficial owner of the participation. The Sàrl must keep the list of beneficial owners up to date.

In a Sàrl, the shareholders' meeting may decide to increase the share capital. To do this, it is necessary to integrate new partners. A modification of the statutes and the registration in the commercial register is then required (art. 781, CO).

Third party financing via loans and loans is in principle possible for a capital company, as long as the necessary guarantees are provided. The good repute of the company determines the amount of the interest rate that the borrower must pay.

In addition to the above-mentioned possibilities of corporate law to use external investors, it is also possible to adopt financing solutions combining foreign funds and equity. These mezzanine funds are allocated in the form of convertible bonds or option bonds, with a rate of interest depending on the success of the company (partial loan).

Constitution of reserves

5% of the annual profit of a Sàrl is allocated to the general reserve until it reaches 20% of the paid-up share capital. In the event of a deficit in the financial year, the allocation of 5% to the general reserve is deleted. In addition, the Sàrl is authorized to set up special reserves. (Art 671 et 672, CO).

5% of the share capital is reserved for the payment of dividends. Extraordinary distributions exceeding these 5% and the variable amount are called superdividends. As a result, 10% of the superdividends are assigned to the general pool.

The profit share of the members of the management body (bonuses) is variable and only distributed when the basic dividends have been paid. In this case, 10% of the directors' fees are allocated to the general reserve.

Comptabilité

Sàrls that exceed two of the following thresholds in two successive financial years are subject to ordinary control (art. 727, CO):

  • Total balance sheet: CHF 20 million
  • Turnover: CHF 40 million
  • Number of jobs: 250

In addition, companies open to the public and those with the obligation to establish group accounts must, in all cases, perform an ordinary audit.

The others are subject to restricted control. They can also give up the latter if they employ less than ten people in annual average.

The shareholders' meeting

The shareholders' meeting is the main body of the Sàrl and determines the statutes, the management and the auditors. It then approves the profit and loss account and the balance sheet; it decides on the use of profits and discharges the manager (s). The Sàrls are also subject to the provisions relating to the accounting valid for SA. The management of a Sàrl corresponds to the board of directors of an SA. In principle, all partners are entitled and obliged to assume the joint management and representation of the company. They also have the right to entrust management to third parties (non-associates).

Since the July 1er 2015, all LLCs must be represented by a person, whose place of residence is in Switzerland. It must have access to the register of partners and beneficial owners. As for the board of directors of an SA, the personal liability of the managers of a Sàrl is engaged in case of damage they have caused by breach of duty, whether voluntary or by negligence.

Output, transmission

The transfer of shares in a Sàrl must be in writing (art. 785, CO). To do this, the approval of the shareholders' meeting is necessary. Insofar as the articles of association do not regulate the question differently, the approval is carried out according to a quorum of at least two thirds of the represented votes and the absolute majority of the share capital for which the voting right can be exercised (art. 786 et 808b I., number 4, CO).

From a material point of view, the partial or complete transmission of the activity is carried out by the transfer of assets and liabilities. The sale of the assets or activities of a Sàrl is governed by the provisions of the law on the merger (art. 181 IV, CO). For the transfer of work reports, theart. 333, CO prevail.

The chosen business reason can be maintained indefinitely. In the case of partnerships, a change of partner will have no impact on the reason of trade and the choice of another legal form will ideally affect only the indication of that legal form (art. 954, CO).

For a detailed overview of the limited liability company and its operation, visit the portal of the Swiss authorities:

Limited liability company (Sàrl)

The characteristics of a cooperative society

The cooperative society places development and mutual aid at the forefront, as in the construction or purchase of dwellings.

An entrepreneurial activity may also assume the legal form of a cooperative society (art. 828926, CO).

The intrinsic values ​​of the company also favor the cooperative society, just like direct democracy and the right of codecision (the vote per capita). In addition, transparency at all hierarchical levels is positive since it avoids wage inequalities, among others.

The widely supported right of co-decision of a cooperative society can become troublesome as it slows down all procedures. The legal form of the cooperative society is disadvantageous in corporate transactions or in the capital market: the principle of per capita voting effectively avoids unwanted influences of competition, but it also prevents alliances with financial obligations. Due to the lack of fixed social capital and an insufficient credit base, some cooperative societies only benefit from limited access to the capital market and therefore can not access equity.

Prerequisite to creation

For a creation to be possible, at least seven associates are needed, whether natural or legal persons. Once the cooperative society exists, the number of partners in the enterprise can be reduced, although dissolution action is, in theory, possible.

The constitutive capital is not necessary. However, if there is one, each partner must at least support a fixed par value share. The partners are responsible for the social fortune.

The organs of a cooperative society are, as prescribed:

  • The general Assembly
  • Administration (at least three members)
  • The reviewing body

Registration in the commercial register is mandatory. The business name can be chosen freely, the addition "cooperative society" is necessary.

Since the 1er July 2015, the administration has the obligation to keep a list with all the cooperators, mentioning their names, first names, addresses and, if applicable, the name of the company of the persons concerned.

Association, another form of enterprise

An association (art. 6079, CC) can also be a business run according to commercial usage, but for an ideal purpose.

Anyone who wants to undertake a commercial activity with an association must absolutely register it with the commercial register. However, according to the Civil Code, the social purpose can not be lucrative. Since the association must be linked to an ideal goal, it is not really suitable for running a business.

For the creation of an association, at least two physical and / or legal persons are needed. The constitutive capital is not necessary. The creation results from a constitutive assembly that validates the statutes and appoints the members of the committee, as well as the auditors. The required bodies are the general assembly and the council of the association (at least one member).

The association is an independent legal person. This is why the members of the association are not personally responsible for the debt. There is an exception where the articles of association provide otherwise (art. 75a, CC).

How to find the initial capital for its SME?

The creation of a company is expensive. The contractor must use every conceivable means to finance himself.

Acquiring sufficient initial capital is often difficult unless one can use one's own resources or those of one's relatives. If loans from friends and family are not enough, external funds will be needed. However, entrepreneurs can expect to receive credit from the bank only if they have the necessary security.

Business angels, who are involved in business start-ups with venture capital, remain a rare breed in Switzerland.

Business Angels

Capital Requirements Planning

For an overview of the costs of setting up a business, refer to the Capital Requirements Planning checklist below.

Single expense Current expenditure

Foundation

  • Administrative costs as well as for requests and authorizations
  • Consulting fees (trustee, lawyer, advisor)
  • Courses for entrepreneurs / coaching

Architectural investments

  • New building
  • Restructuring, renovations

Administrative investments

  • vehicles
  • PC (hardware, software, installations)
  • Office layout (tables, chairs, etc.)
  • Phones, fax, photocopier, mobile phone, modem for e-mail, answering machine (fees for devices and installation)

Investments in production

  • Technical installations, machines (apparatus)
  • Installation

Warehouse

  • Warehouse for two to three months (first purchase)

Marketing and advertising (startup)

  • Company sign, indications, illuminated poster
  • Letters (letter paper, business cards, offer shirts, graphic designers' work)
  • Portrait and brochure of the company (graphic designer, photographer, lithographer, printer)
  • Presentation room
  • Website (creation)

Marketing and Advertising

  • Mailing
  • Customer events
  • Press / PR
  • Ads
  • Website (interview)

Operating expenses / administration

  • Vehicle maintenance
  • Computer maintenance (consultation, update)
  • Installation and telephone costs (maintenance, service subscription, taxes)
  • Fees for fax (subscription and taxes)
  • Internet fees
  • Copying service costs (paper, maintenance)
  • Refund leasing
  • Repairs
  • Ports
  • Electrics
  • Cleaning
  • Bank interest and fees
  • Rent, charges and heating included


Production expenses

  • Machinery and plant maintenance (maintenance, overhaul, repairs)
  • Electricity, water and residual water
  • Rent (charges and heating included)
  • Refund leasing


Staff costs, insurance, consultations

  • Director's salary
  • Salaries of employees
  • Social contributions and personal insurance (AVS, unemployment insurance, LPP, per diem, accident)
  • Miscellaneous insurance (fire, interruption of operation, etc.)
  • Trustee, lawyer, business advisor
  • Association dues

Tips for a successful business plan

The business plan is above all an instrument which shows with which means to realize a commercial idea.

The business plan delivers information about the past, present and future of the company. It contains statements, market situation, planned measures and financial requirements.

As a first step, the document presents the management in broad outline, as well as the ideas and objectives that underlie it. Only then will readers-associates and potential investors-get a detailed overview of the risks and opportunities of the business.

A business plan is also advisable when a business is about to expand or depends on partner support.

When should a business plan be done?

There are a number of scenarios that require the completion of a business plan. When starting a business, for example.

  • Business creation
  • Introduction of a new product with financing needs
  • Strengthening the capital base
  • Buying or selling a business
  • Management of the buyout
  • Estate planning
  • Planning for expansion
  • Financing (banks, venture capital firms, etc.)
  • Application for a loan or financing on leasing
  • The gain of associates
  • Steps to the authorities (eg economic promotion)
  • Preparing for collaboration with business advisors
  • Structuring of internal planning

Ten steps to a business plan

To develop a good business plan, there are a number of criteria to be met. Example in ten essential steps.

  1. Determine why you are developing a business plan (New Start, Business Purchase, etc.)
  2. Formation of a project group
  3. Establish a procedure (who does what, when, etc.)
  4. Assemble the basic information according to the checklist "Here is what you need for a complete business plan"
  5. Find missing documents
  6. Develop strategies and measures for different branches of the company
  7. Write a first draft of the business plan (Models)
  8. Check the plausibility of the data and estimates
  9. Rework the business plan at the graphic and editorial level
  10. Have it adopted by the project group

The mistakes to avoid in your business plan

The weak points in the business plan can be avoided. You should consider the following points, often criticized by banks:

  • The development and structure of the business plan are not oriented towards the receiver (do not correspond to the formal requirements, the terms are badly used or poorly explained)
  • The business idea, the intentions of the entrepreneur and the request for financing are not clearly mentioned
  • Essential passages are omitted (competition, marketing, finance)
  • Presence of contradictions (confusion between hope and reality)
  • Planned income statement and financial planning do not match
  • There are not several scenarios of proposed (optimistic, realistic, bad scenarios)

What it takes for a complete business plan

The realization of a business plan requires many documents. These vary according to whether one creates, extends or restructures the firm.

To obtain a complete business plan, you need a whole series of annexes.

For the creation of a new company:

finances

  • Extract from the prosecution
  • Planned balance sheet and income statement
  • Liquidity plan
  • (possibly) Copying existing credit or leasing agreements
  • (possibly) Surety bonds, deposit extracts, real estate appraisal

In general

  • Extract from the commercial register (if the company already exists)
  • Brochures about other companies, products and possibly competition
  • Market analysis
  • calendars
  • Letter of references, work certificates

For the extension of commercial activity or restructuring

  • Certified annual accounts containing the balance sheet, income statement and notes
  • Intermediate account showing the accounts receivable and the accounts payable
  • Financing table
  • Company plans (machines, sites, etc.)
  • Contracts (participations, cooperations, licenses, brands, etc.)
  • Tax Return, Deposit Extracts, Real Estate Appraisal

Prepare for an interview with a bank

To take into account during the interviews with the banks: a good preparation is very precious. Here are all the questions most often asked by bankers during interviews to obtain credit:

  • What qualifications and career do the sales managers present?
  • What is the quality of management in terms of technical knowledge and professional career?
  • What are the skills within the management?
  • Is there, in the private domain of the Directorate-General, dependencies of donors that could prevent the success of the company?
  • How is the atmosphere within the management?
  • How are the replacements adjusted?
  • How is the question of succession settled?

How to choose where to start your business?

Site search is often decisive for the success of the company. Checklist.

For business creators who need only a small office, a PC and a phone, the choice of the site does not pose any problems. The situation is different when it comes to a shop or an industrial company.

The three main factors

The choice of the site depends first of all on the branch and the economic environment. Three factors must be taken into account:

  1. Requirement. Is there a need for the product on the site in question?
  2. The accessbilité. Does the traffic situation adapt to the clientele? According to the industry, the mobility needs of customers are decisive. In gastronomy, retail trade and other tertiary sectors, location is of considerable importance. In towns or in the countryside, it must be easily accessible by car and have enough parking spaces. For the city, however, access to the site, on foot and by public transport, is a real asset. Premises close to shopping centers, banks or competitors are interesting. Unfortunately, the best sites are high rent. Sites further away from the customer are certainly cheaper, but involve significant advertising costs.
  3. Security and convenience. For the commercial exploitation of a site, a permission granted by the authorities is, in general, necessary. In addition, most businesses are located in areas where specific requirements must be met. For detailed information on operating agreements, contact the Planning Department.

Depending on the industry, other factors may influence site selection, such as the tax rate.

Economic promotion

Local economic promotion plays a significant role in the choice of the site. A large number of municipalities and cantons are trying to attract young entrepreneurs through attractive offers.

Technoparks are particularly interesting. They offer creators the opportunity to take advantage of inexpensive infrastructure and the know-how of related companies in the same industry.

Choose a site according to your needs

To find the ideal site for your business, a structured approach is recommended. Create a profile in which you will rank all points according to their importance, in order to get a clear picture of your needs.

the site

  • Transport (public and private transport)
  • Proximity to the customer, suppliers and partner companies

The situation

  • Access, parking, loading possibilities
  • Competition
  • Neighborhood, environment

The locals, the residents

  • Size and number of pieces
  • Distribution and types of rooms (warehouse, conference room, access, floor support, etc.)
  • Architectural conditions
  • Modification possibilities

infrastructure

  • Communication (telephone, data transfer, etc.)
  • Water and electricity
  • Kitchen, WC

The rent

  • Rent, charges
  • Renovation costs
  • Lease term

The purchase

  • Price
  • Viability
  • Construction requirements

Taxes

  • Tax burden
  • Tax relief

Diverse

  • Salary level
  • Availability of qualified personnel
  • Local rooting
  • Charges raised by the public authorities
  • Plans of the municipality

The commercial register

Depending on the legal form you choose for your company, registration in the commercial register is possible, binding or excluded.

The registration and the prior checking of the data are the responsibility of the cantonal office of the commercial register competent for the locality where the company has its seat.

The operation of the commercial register

The commercial register is a public database, managed by the cantons. It contains the main information on "commercially managed" companies.

The commercial register publishes the legal reports of the company and makes them transparent. In law, it is governed by the Ordinance on the Trade Register (ORC).

In the trade register must be registered by name:

  • Individual reasons from CHF 100'000 of annual turnover
  • Partnerships
  • Limited partnerships
  • Anonymous companies
  • Limited partnerships by shares
  • Limited liability companies
  • Cooperatives
  • Associations that run a business in a commercial manner
  • Foundations (except family and ecclesiastical foundations)
  • Branches of foreign and Swiss companies

An inscription includes, among others:

  • The name (the business name)
  • The year of foundation
  • The seat and the social purpose
  • The names of partners, board members, management, authorized signatories
  • Capital situation
  • The auditors, possibly

Provider

The Confederation carries out the supervision and keeps a central register. It is updated every day, and is accessed by the central index of business reasons, Zefix. However, the management of the commercial register is the responsibility of the cantons. They must have at least one register. In the cantons of BE and VS, the register is held by the district.

At the moment, there are about 30 trade register offices in Switzerland. Everyone can ask for excerpts of the register against payment of a tax and thus get information on certain companies. The extracts can also be consulted on the Internet. This information can be found on the Zefix portal.

Zefix - Central index of business reasons

Paid entries in the Commercial Register are also published in the Swiss Official Gazette of Commerce. The essential information of registered companies can also be found in the Swiss Business Register Directory.

New entrepreneurs are often contacted by private registers. This type of registration often results in more expense than anything else.

Obligations…

Through registration in the commercial register, the company is subject to prosecution by bankruptcy (Article 39 1, LP). In short: a single creditor can ensure, by an application, that all the fortune falls into a bankrupt estate, from which all the creditors concerned must receive their claim. This corresponds to the total liquidation of the company.

... and rights

The advantages of the commercial register certainly prevail over the obligations. Thus, the name of the company (business name) is protected. This protection is limited:

  • in the case of individual reasons, partnerships and limited partnerships with the name of the person on the head office site;
  • in the case of SA and Sàrl throughout Switzerland.

According to competition law, a conflict could arise between a trademark protected by the law and a name subsequently registered. To avoid this, one should check in the trademark register of the Federal Institute of Intellectual Property if there is already an identical or similar mark.

The registration in the commercial register also gives an overview to the partners of the legal relations of the company. It strengthens the reputation of the company as creditors are better protected in case of bankruptcy.

Here's how to register a business

Sole proprietorships and limited partnerships or partnerships may be created online and registered in the commercial register. Partially available service for public limited companies and limited liability companies.

In November 2017, SECO launched EasyGov, its online portal to facilitate mandatory administrative procedures of companies.

EasyGov allows you to start a business on an individual basis, a limited liability company, a public limited company, a partnership or a limited partnership.

The online portal dedicated to companies also offers the possibility of registering a new company with the AVS compensation fund, VAT and accident insurance (for all legal types of companies).

EasyGov also allows you to advertise the company to the commercial register (for individual reasons, partnerships and limited partnerships). For the creation of a limited company or a public limited company, EasyGov contributes to the preparation of the file for the notarial certificate. Registration in the commercial register takes place only after the founding act with the notary.

The rules for creating the name of the company depend on the legal form. They are detailed below:

Individual reasons

  • The last name must be part of the corporate name.
  • Additions are possible (only if they do not assume the existence of relationships between the company and others).

Partnerships or partnerships

  • Choice of free name
  • The legal form must be indicated in the name of the company ("SNC", "SCm" or SCmA "). An addition such as "& Cie" can still be used, but the legal form must also be specified here (eg "Muster & Cie SNC").

Anonymous companies

  • Choice of free name
  • For last names, the addition "SA" is mandatory
  • The name of the company can be changed after its creation with a modification of the statutes by the general assembly. This procedure must be the subject of a deed and be entered in the commercial register.

Limited liability companies

  • Choice of free name
  • The addition "Sàrl" is mandatory
  • The name of the company can be changed after its creation with a modification of the statutes by the general assembly. This procedure must be the subject of a deed and be entered in the commercial register.

In a second step, the cantonal office checks in the commercial register if there is already an identical company. However, the likelihood of confusion with similar business reasons is not verified by the Trade Registry Office. Verification may, however, be legally required by the owner of the oldest business. After a positive verification, registration in the commercial register takes place.

The fees for registration in the commercial register vary according to the legal form. Depending on the complexity and the volume of work of the trade register office concerned, the registration may last between 5 and 60 days.

The registration of the commercial activity before the public registration in the commercial register is possible. In order for the SA, or the Sàrl, to dispose of the share capital, respectively the share capital, deposited in the bank before publication in the Swiss Official Gazette of Commerce (SOGC), it is necessary to order an advance extract of the commercial register from cantonal office, against payment of a fee. Prior to registration in the commercial register, the company created has the corporate name "SA / Sàrl (in creation)".

It is legal to carry out transactions on behalf of the company being created even before registration in the commercial register. If the registration was not to take place, the non-created company is, from a legal point of view, considered as a simple company. Consequence: all the partners respond in solidarity with the rights and obligations contracted.

The founder of a company or any person applying for registration in the commercial register has the obligation to fulfill the Stampa Declaration and the Lex Friedrich Declaration.

Registration fees in the commercial register

The costs of a registration in the commercial register depend greatly on the legal form chosen.

Here are the fees to be reckoned with (approximate):

Individual reasonCHF 120 (basic fee)
Limited Partnership / General PartnershipCHF 240 (basic fee)
Public Limited Company / Limited Liability Company (Sàrl) *CHF 600 (basic fee)
Cooperative Society / AssociationCHF 400 (basic fee)
Right of signatureCHF 30 (per registration)
Registering a functionCHF 20 (per registration)
Establishment of an application for registrationup to CHF 100
Prepare / authenticate proof of registrationup to CHF 120
Legal information / Examination of vouchersbetween CHF 100 and CHF 250 per hour

* Where the capital stock, the share capital or the endowment capital of the legal entities exceeds CHF 200'000, the basic fee is increased by 0,2 per thousand of the portion of the capital exceeding this amount; however, it can not be more than CHF 10'000.

Statements by Stampa and Lex Friedrich

The people who start their business or want to register in the commercial register have the obligation to fill in the statements Stampa and Lex Friedrich.

The founder of a company or any person applying for registration in the commercial register has the obligation to fulfill the Stampa Declaration and the Lex Friedrich Declaration. The forms, which may vary from one canton to another, must be directly downloaded from the website of the competent commercial registry office, signed and delivered to the latter.

In the Stampa Declaration, the company notifies that it has not, or does not foresee, any contribution in kind or special benefit to its founders, no repossession of assets or compensation of claims, other than those already appearing in the statutes of the company. the company or in the supporting documents given to the office of the competent commercial register.

As for the Lex Friedrich Declaration, it is for companies to declare that the facts inherent in the requisition do not result in any violation of the Federal Law on the Acquisition of Immovables by Persons Abroad (LFAIE, commonly called Lex Koller or Lex Friedrich) and / or do not require any authorization within the meaning of this law.

Stampa Statement

Legal framework

The Stampa Declaration finds its legal framework in the Code of Obligations (Article 628, paragraph 2 CO) and the Ordinance on the Commercial Register (see 43, 1, let h, 46, 2, let g, 50, 1, 54, 1, let f, 66 , 1, letter g, 71, 1, letter I, 74, 2, f, 84, 1, g, 101, al. 2 ORC).

What do we say?

It is a question of certifying the absence:

  • Contributions in kind or repossessions
    The Company has not taken over or has undertaken to take back any partners or persons close to them or any assets (eg real estate, movable property, securities, patents, claims or assets with assets and liabilities according to inventory) other than the values ​​indicated in the articles of association.
  • Reposals of planned property
    The Company does not intend to take back any partners or persons close to them or any significant assets other than the values ​​indicated in the articles of association.
  • Offsets
    There are no other offsets of claims than those indicated in the vouchers in hand of the commercial register.
  • Benefits to founders or special rights
    The Company has not granted or assured shareholders or other persons any special benefit (eg, profit sharing on the balance sheet or liquidation surplus in excess of the normal shareholder share or benefits in the context of commercial relations with the company) that would not be mentioned in the articles of association.

Lex Friedrich Statement

Legal framework

The Lex Friedrich Declaration is based on the LFAIE (or Lex Koller / Lex Friedrich) which makes the acquisition of real estate by persons abroad subject to an authorization from the competent cantonal authority (Article 2, 1 LFAIE) .

The LFAIE gives a broad definition to the acquisition of building. It can be:

  • the acquisition of a right of ownership, surface area, dwelling or usufruct on an immovable;
  • participation in a company without legal personality but having the capacity to acquire and whose real purpose is the acquisition of real estate; the acquisition of a right of ownership or usufruct on a part of a real estate fund when this one is not the object of a regular market, or on a part of a similar patrimony;
  • the acquisition of a right of ownership or usufruct on a share of a real estate investment company (SICAV) whose shares are not the subject of a regular market, or on a share of a similar heritage.
  • the acquisition of a right of ownership or usufruct on a part of a legal person whose real purpose is the acquisition of immovable property, if the shares of this legal person are not listed on a stock exchange in Swiss;
  • the constitution and the exercise of a right of emption, pre-emption or repurchase on a building or a part.
  • the acquisition of other rights, which give the holder a position similar to that of the owner of a building.

The duty of verification of the Registrar of Commerce derives from art. 18 al. 2 LFAIE. The scope of this audit duty has been clarified in a Directive for Trade Registry Attendants concerning the acquisition of real estate by persons abroad, the latest version of which dates from the January 13 1998.

What do we say?

Some cantons, such as Bern or Zurich, ask specific questions about whether or not they are involved in partnerships abroad or who are acting on behalf of persons abroad.

Other cantons are satisfied with the simple declaration that the facts inherent to the requisition do not entail any violation of the LFAIE and / or do not require an authorization within the meaning of the LFAIE. These are, for example, the cantons of Zug, Geneva, Vaud and Friborg.

Trade register, Zefix® and Regix

The commercial register

The Commercial Register is an official source of business-related economic information. It serves in the first line the security of law in business relations and the protection of good faith (advertising function). Are listed and published in the Swiss Official Gazette of Commerce (SOGC), legally binding facts, first for subjects of private rights, partially subsequently for institutes of semi-public or public law.

Zefix®

The Federal Office of the Commercial Register maintains a central directory of the reasons for trade. This one, updated daily, can be consulted by Internet on the central register of the Zefix® business reasons.

The search for company names, service attributed to the Federal Office of the Commercial Registry, informs on the existence of reasons of trade, or names, identical or similar; it does not involve a review of legal eligibility.

REGIX

You have the possibility to check with our office whether certain commercial reasons or certain names are already registered in the central register of the Federal Office of the Commercial Register, or if there are similar designations.

Zefix Web Service

The Zefix web service provides the latest information on the daily monitoring of data from all Swiss trade register offices for commercial reasons or the names of legal entities registered in Switzerland. The SOAP / XML interface allows immediate integration into existing applications and therefore the mechanical processing of recovered data as well.

Social Insurance

The self-employed must also be concerned about the insurance issue. There are two types of insurance: social insurance for themselves and their potential employees, and business insurance.

The functioning of social insurance

Entrepreneurs must take care of social insurance for themselves and potential employees.

With regard to social insurance, knowing what is mandatory for the entrepreneur and what is not depends on the legal form chosen. As a general rule, the founders of individual reasons, limited partnerships and partnerships have the status of self-employed. They are largely responsible for their foresight.

The founders of public limited companies and Sàrl are both entrepreneurs and employees. They therefore have the status of worker exercising a dependent activity in the eyes of social insurance. In this case, most insurance is mandatory.

The Swiss system of public, company and individual providence based on the principle of the three pillars is supposed to provide security during retirement, in case of disability and in case of death and to guarantee a decent standard of living once the activity interrupted.

1er pillar: AVS / AI / APG

Entrepreneurs must take care of social insurance for themselves and potential employees. Presentation of first pillar obligations: AVS / AI / APG.

The old-age and survivors' insurance (AVS) must cover the first necessities of the insured. Disability Insurance (DI) covers the financial consequences of disability. The Earnings Loss Benefit (GAP) scheme partially compensates for loss of earnings due to military service, civil defense service or civil service. These insurances are financed by contributions from employers and employees as well as by the Confederation and the cantons.

the 1er pillar is mandatory for all employees: Swiss, foreigners, family members of the contractor, employees working abroad with a direct contract with the parent company (provided the head office is in Switzerland). A spouse working in the company who does not receive a cash salary is not subject to the contribution if his partner pays at least twice the minimum contribution.

At the creation of his company, the employer must announce himself to the competent compensation fund. The professional compensation fund is competent if the employer is a member of a founding association. If the employer is not affiliated with a founding association, the competent body is the cantonal compensation fund of its canton of domicile or of the canton in which the enterprise has established its head office. The entrepreneur must inform himself about this compensation fund to find out whether he has the status of self-employed worker or not. AVS premiums are lower for self-employed than for employees. The evaluation of self-employed status is also the basis of other compulsory social insurance (accident insurance, pension fund, etc.).

From the point of view of insurance, co-owners of SA and Sàrl are not independent, while individual, limited partnership and general partnership members almost always have independent status. If the clearing house subsequently classifies the contractor among the employees, it must pay the missing contributions (employer and employee contributions as well as default interest).

Self-employed people contribute 9,65% of income earned during the year (AVS: 7,8% / AI: 1,4% / APG: 0,45%). For income below CHF 56'900 per year, there is a sliding scale of contributions ranging from 9,155% to 5,196%.

For employees, the contribution rate for the AVS / AI / APG and the unemployment insurance (UI) amounts to 12,45% of the salary (for the CA: solidarity levy of 1% on the share of the salary above CHF 148'200). Companies must count the total contribution, but they can deduct half of the employee's gross salary.

2ème Pillar: Pension Fund (LPP)

Entrepreneurs must take care of social insurance for themselves and potential employees. Presentation of the obligations related to the second pillar: pension fund (LPP).

Corporate pension funds must ensure that the standard of living is maintained. The Occupational Pensions Act (LPP) applies: it provides for compulsory insurance for all employees as of the 1er January following the date they had 17 years (against the risks of disability and of death) and as of 1er January following the date on which they had 24 years (against old age). Currently, a minimum annual salary of CHF 21'330 (2019) is the prerequisite. The maximum income subject to insurance is CHF 85'320 (2019), but the company can raise the bar.

The contributions of the LPP are, in the first place, financed by the employee contributions. The employer's contribution must be at least equal to the sum of the contributions of all its employees. Some employers voluntarily make higher contributions. The contributions of employers and employees are set out in the pension regulations of each pension fund. They are normally staggered according to the age of the insured. The contributions finance the retirement assets for future old-age pensions and the insurance against the risks of death and disability. Each year, employees receive information on benefit entitlements, the coordinated salary, the contribution rate, the retirement savings account and the statutory exit benefit (vested benefits).

Foundations, cooperatives or institutions governed by public law, controlled by the cantonal and federal supervisory authorities, may be the legal support of the pension fund. Small businesses are advised to join a collective foundation or an association institution. Before making a choice, the founder must compare costs, benefits and expenses for administration. Sometimes the differences are considerable.

3th pillar: private pension

Entrepreneurs must take care of social insurance for themselves and potential employees. What about the third pillar?

the 3st pillar corresponds to private pension. It is partly supported by tax benefits. Thanks to 3st pillar, employees can fill gaps in their pension or meet future claims. The 3st pillar can also provide benefits in the event of death or disability. We differentiate between tied individual pension provision (pillar 3a) and free individual pension provision (pillar 3b).

For companies, private pensions are of considerable importance. In the end, not all social insurance is compulsory for the self-employed, and they must build up their old-age and disability cover largely for themselves.

Unemployment Insurance (AC)

Entrepreneurs must take care of social insurance for themselves and potential employees. Presentation of the obligations with regard to unemployment insurance.

The employer is required to report any new worker for Unemployment Insurance (UI) premiums if the following conditions are met:

  • employed
  • subjection of the worker to the Swiss social insurance scheme
  • all workers up to the legal retirement age, 64 for women and 65 for men (Retired workers: the obligation to advertise and to pay is for the portion exceeding CHF 1'400 per month or CHF 16'800 per annum: These are the only contributions due from the AVS / AI / APG, as no contributions are levied for unemployment insurance and occupational benefits)
  • Salary higher than CHF 2'300 per year or contribution calculation established at the request of the employee or employment in a private household, at a dance or theater producer, in orchestras, productions in the phonographic and audiovisual domain, radio and television as well as in schools in the artistic field

The announcement of the employer for the collection of the AC contributions is done at the same time, according to the same procedure and with the same fund as for the AVS / AI / APG. The employer will declare its first employee, then all of its employees with the same fund, and this within 30 days after taking the job.

Unemployment insurance guarantees the right to full pay in case of unemployment and encourages the reintegration of unemployed people into the labor market. It is mandatory for employees. The contribution rate to the CA is 2,2% of the annual salary up to the limit of CHF 148'200. In the case of a higher income, a solidarity contribution of 1% is deducted from the share of the salary exceeding CHF 148'200. HQ costs are split equally between the employer and the employee. The self-employed can not, however, insure against unemployment.

Self-employed persons who go bankrupt with their project only receive unemployment benefits if they have paid, as an employee, contributions to the CA during the 2 years preceding the unemployment for at least 12 months.

The co-owners of SA or Sàrl have the status of employees and therefore enjoy a better position. However, they must fulfill two preconditions:

  • The salary must have been paid.
  • Contributions must have been paid to social insurance.

As long as the farm is not liquidated and the entrepreneur still bears the management responsibility (as a member of the Board of Directors, a partner held indefinitely or a majority shareholder), the right to unemployment benefit is excluded. .

Contractors are also not entitled to compensation in the event of a reduction in the employer's work schedule, bad weather and insolvency, but must pay contributions for their employees (1%). In case of insolvency of the employer, the indemnity covers the insured income of the employees. Compensation in case of reduction of work schedule and weather cover 80% of the loss of earnings and are limited in time.

Unemployment Insurance and Employer-Like Position

Anyone with considerable influence over the decisions of the enterprise is not, in principle, entitled to unemployment benefits. Explanations.

Although it contributes to Unemployment Insurance (UI) in the same way as any other employee, a person who occupies a position similar to that of the employer can not benefit from UI benefits. And this, as long as it continues to exert a significant influence on the decision-making process of the company. The reason: UI is insurance for workers who can not determine or influence the loss of their job.

Are concerned the persons who decide the decisions made by the employer (Sàrl, SA) or those who can influence these decisions considerably as a partner, member of a governing body or holder of a financial participation in the company.

Checking the cash register

It is up to the unemployment funds to consider whether or not an insured person holds such a position within the company. The members of the board of directors of an SA, the managers and the partners of a Sàrl are in all cases concerned by this regulation.

For the other members of a governing body, the credit union will have to determine what effective decision-making power they benefit according to the structure of the company. This verification is sometimes difficult, because the border between the different levels of decision is not always established in a formal way, especially among small SMEs. For example, a director general in charge of the administrative and financial domain who has the right to an individual signature, but who is not part of the board of directors, may or may not exercise considerable influence over the employer's decisions.

In its audits, the credit union may rely on the following documents:

  • Company organization chart
  • Extract from the Commercial Register
  • Statutes and minutes
  • Employment contract
  • Taxation (to control the financial participation)

When the extent of the financial contribution confers on the employee decisive decision-making powers, his position is assimilated to that of an employer. It should be noted that the mere possession of employee shares is not sufficient to justify the exclusion of entitlement to benefits.

Spouse and family members

A person working in a company where his spouse is in a position similar to that of an employer is not entitled to unemployment benefits. If it can be proven that another family member, for example a brother or a son, exercises considerable influence over the employer's decisions because of his or her position, he or she will not be entitled to compensation. .

Abandonment of the position assimilated to an employer

The person who occupies a position similar to that of an employer is however entitled to unemployment benefits if he leaves the company or permanently abandons this position.

The following facts result in the definitive departure or abandonment of the position assimilated to that of an employer:

  • Closing the company
  • Bankruptcy of the company
  • Sale of the company
  • Leave with loss of position comparable to that of an employer

For more detailed information on the right to unemployment insurance for persons in a position similar to that of an employer, it is possible to consult the guidelines for the application of the Federal Act on Compulsory Unemployment Insurance and the Insolvency Benefit (ICA) below.

Occupational Accident Insurance (PAA) and Non-occupational Accident Insurance (AANP)

Entrepreneurs must take care of social insurance for themselves and potential employees. Presentation of professional accident insurance (PAA) and non-occupational accident insurance (AANP) obligations.

Accident insurance, governed by the Federal Law on Accident Insurance (LAA) and its Ordinance (OLAA), covers the medical expenses due to an accident. It is necessary to distinguish between occupational accident insurance (PAA) and non-occupational accident insurance (AANP).

Occupational Accident Insurance (PAA)

Swiss companies must compulsorily insure their employees against work-related accidents. The PAA is compulsory for employed workers in Switzerland, including homeworkers, apprentices, trainees, volunteers as well as those working in trade schools or sheltered workshops. Premiums are the responsibility of the employer. The obligation applies to dependent workers and thus also to the founders of limited liability companies (public limited companies, limited liability companies), considered as employees. The contractor can take out insurance from Suva or via group accident insurance, according to the LAA.

In many branches, self-employed workers can take out accident insurance with Suva. For the other branches, insurers and health insurers offer compliant products. Private companies also offer accident insurance according to the LAA. However, benefits and conditions are sometimes considerable.

The accident insurance assumes the processing costs and grants daily allowances. In addition, in case of invalidity due to an accident, she pays the pension and supports the survivors after the death of the insured.

Non-occupational accident insurance (AANP)

If a person works at least 8 hours a week in the same company, it is obligatorily insured against professional and non-professional accidents. AANP bonuses are paid by the employee: the employer pays them with the AAP at the beginning of the year and then collects the AANP monthly from the employee's salary.

For employees who count less than 8 hours per week, non-occupational accidents are not insured. However, to be well covered, these people must make sure themselves with their compulsory health insurance or their insurance advisor. An exception to note: for these reduced part-time employees, the shortest commuting accidents are insured with the PAA.

Health insurance (LAMal)

Entrepreneurs must take care of social insurance for themselves and potential employees. Update on the health funds.

Sickness funds do not differentiate between dependent and independent workers. The sickness funds, which consist of compulsory basic insurance and optional supplementary insurances, cover medical expenses. A financial contribution from the employer to the costs of health insurance is unusual. For people who do not have accident insurance (for example, inactive people), accident costs can also be covered by the health insurance companies.

Daily indemnity insurance, in case of incapacity to pay and in case of loss of earnings

Entrepreneurs must take care of social insurance for themselves and potential employees. Point on the daily indemnity insurance and the insurance in case of incapacity of gain and in case of loss of gain.

Contractors are advised to take out a daily allowance insurance as it covers loss of earnings in the event of illness. It is also advisable to take out a disability insurance. After expiry of the daily allowance insurance (after two years), it guarantees a compliant annuity.

In case of illness, entrepreneurs are obliged to continue to pay their employees for a certain period of time. The duration of this remuneration is not fixed by law, but the case law sets a minimum duration of 3 weeks during the 1e year of service. Moreover, it is based on the scales of Bern, Basel and Zurich.

Employers can cover this risk with health and insurance funds. Half of the premiums can be billed to staff.

taxes

As an independent, you have to pay taxes on income and wealth. Fiscally, a distinction is made between natural persons, who must pay taxes on income and wealth, and legal persons, who must pay taxes on profit and capital.

The self-employed have to pay taxes on income and wealth. Just like companies, they can deduce anything that is justified by commercial use.

This leaves a wide margin of appreciation. Public limited companies and Sàrls pay taxes on capital and profit.

In Switzerland, the Confederation, cantons and municipalities have the right to levy direct taxes.

Fiscally, we distinguish between:

  • natural persons, who must pay taxes on income and wealth,
  • corporations, which must pay taxes on profit and capital.

Summary: Taxation of Individual Reasons, Partnerships and Capital

Company form Confederation Canton Town / Church

Partnerships

  • Individual reason
  • Partnership
  • Partnership
Federal Direct Income Tax Taxes on income and wealth Increase or deduction in relation to state tax, sometimes tariffs and specific provisions

Capital companies

  • Limited company (SA)
  • Limited liability company (Sàrl)
Federal Direct Tax on Profit Taxes on profit and capital Increase or deduction in relation to state tax

Non-taxation of certain companies

Some companies are not taxable as such. This is the case of partnerships, partnerships and individual reasons.

General or limited partnerships and individual reasons are not taxable as such, as they are not legal persons. Each individual entrepreneur and each partner of partnerships and limited partnerships is liable to tax on his private and commercial income and on his private and commercial assets, without being able to separate them.

For sole proprietors and partners, income is made up of all earnings received from the business (earnings, wages, interest) and other income.

As a natural person, they must pay federal, cantonal and communal taxes. On the other hand, production costs and potential losses of the business can be deducted from income. Individual entrepreneurs or partners of partnerships can not deduct the federal or cantonal taxes they pay from their taxable net income. On the other hand, it is possible for corporations.

Private and commercial wealth of sole proprietors and associates of partnerships is subject only to cantonal and communal taxes, but not to direct federal tax. This is also the case for partnerships and partnerships: each partner pays taxes on his share of income and wealth.

depreciation: the expenses made for the business can be deducted from the receipts. Sums invested in cars, equipment and buildings can not, however, be fully amortized in the first year or year of acquisition. These investments can only be deducted from depreciation expenses by spreading them over several years. Depreciation rates vary from 3% to 45% per year.

If instead of buying it, you take a leased vehicle or computer, you can deduct all the costs or the annual leasing costs of the corresponding year.

We can build supplies for future risks (for example, a bad payer, possible litigation costs, maturing claims payments, etc.):

  • very uncertain claims can be fully deferred,
  • it is possible to apply a correction of values ​​of 5% on all other Swiss claims,
  • for foreign claims, up to 10% is allowed,
  • in practice, some cantons even allow the deduction of 10% of the total bills.

Losses: The Confederation and the cantons agree that justified commercial losses can be deducted up to seven previous calculation periods.

Delimitation of private expenditure

An important point for the self-employed who continue to pay income taxes as natural persons: private expenses and commercial expenses must be clearly separated. The boat or the private car can not be supported by the company if they are used only for private use. It is also not allowed to have the child look after the apprentice or to fill his private wine cellar at the expense of the company.

In principle, the self-employed can deduce anything that is justified by commercial use. Evidence must be provided for all deductible expenses.

It is also necessary to correctly delineate private expenditure and commercial expenses in the following areas:

  • Business trips accepted as tax expenditures. Exclusively private trips can not be deducted.
  • Service cars also used privately.
  • Rent share for which the owner lives in the commercial building. Rental charges that are not in accordance with the contract are offset by the Federal Tax Administration.
  • Hotel, restaurant and travel expenses: Indicate the purpose and name of the business partners invited.
  • Work clothes: the work clothes can be declared to the taxes themselves. However, the suit and the tie are not part of it, as they can both be worn privately.
  • Continuing education: courses to deepen one's knowledge as well as specialized journals are part of professional expenses. The cooking class or the TV program are not included.
  • Premiums and taxes: insurance premiums, telephone costs, radio and television fees, legal fees, salaries paid to temporary help should also be divided between private and professional expenses.

The taxation of capital companies

The taxation of public limited companies and limited liability companies is distinct from the taxation of partners and shareholders. Manual.

Unlike partnerships, there is a clear distinction between public limited companies and Sàrls between private and business. SA and Sàrl are taxed as companies, shareholders and partners as private persons.

But this clear separation, however, leads to double taxation at the economic level. Thus, on the one hand, the profit of the SA is taxed and on the other hand, the shareholder must pay an income tax on the dividends paid.

The same goes for share capital. The SA must pay taxes on the capital and the shareholder must pay a wealth tax, depending on the value of the shares.

Corporate tax reform II mitigates the economic effects of double taxation. The Federal Council brought into force the majority of the provisions of the 1er January 2009.

Net income tax

If private persons pay an income tax, public limited companies and private limited companies pay a tax on the yield. The Confederation, the cantons and the communes practice this taxation of profits. The tax liability begins on the day of registration in the commercial register.

In most cantons, there are also church taxes - for the national churches (Reformed, Roman Catholic, and often also the Christian Catholic Church, and BS and SG the Israelite community is also associated). In the canton of Vaud, the ecclesiastical tax is included in cantonal taxes. In Valais, only some municipalities know this practice, and in the cantons of GE, NE and TI, the payment is optional. Unlike private individuals who are free to leave the church to avoid this tax liability, businesses can not escape it.

How is the profit tax calculated?

  • the Confederation
  • the cantons AI, AR, FR, GE, LU, LU, NW, OW, SH, TI and VD
  • the communes of the cantons of BL and UR

use a so-called proportional tax rate.

This is a simple tax as a percentage of profit. A fixed rate is applied, which is 8,5% for the Confederation and varies between 2% and 24% in the cantons and communes. The most advantageous canton is Zug. The highest income taxes are levied in the cantons of BS, BL, GE, GL, SO and ZH.

All the other cantons apply a mixed system that takes into account the intensity of the yield. This notion of return intensity is based, on the one hand, on the ratio between capital and reserves, and on the other hand, on the net profit obtained:

  • BS, GL, UR and ZH levy progressive surcharges and various amounts on proportional or land tax
  • AG, SO, SG and TG apply a two-tier tariff, the profits paid being taxed at a reduced rate
  • The cantons of BL, GR and NE use a progressive tariff
  • BE, SZ, VS and ZG have a mixed tiered scale, scaled according to the amount of profit

The communes of BS do not levy a tax on the profit, but receive a part of the revenues of the canton. The communes of the cantons of AG, GR and SG receive an increase paid to the municipalities.

Important: the tax on profits is not only due on the reported net profit (ie revenues less charges), but also on the commercially unjustified expenses (such as wrongful amortization or provisions, hidden profit distribution, etc.). ). On the other hand, the amounts paid to the tax authorities are deductible. A deduction that private persons, whose taxes are part of the costs of living, can not do.

Taxation of share capital

All cantons (but not the Confederation) also receive a tax on social capital. Usually, this is a fee set between 3 and 9 per thousand. Only Valais uses a slightly progressive tariff.

In the majority of the cantons, the capital tax includes share capital, or share capital, as well as declared reserves.

Value added tax: functioning

The entrepreneur must repay the value-added tax (VAT) that he invoiced to his customers. Here's how to proceed.

Value Added Tax (VAT) is a general tax on consumption paid by the final consumer. Indeed, consumers pay VAT through the purchase of goods (clothing, cars, food, etc.) and services (hairdresser, transport, meals in restaurants, etc.). It is collected only by the Confederation and is used to cover the general expenses of the State. A company must include the value added tax in the price of the services provided and the products sold in the country and pay it to the Confederation. In return, it may deduct from this amount the previous tax paid in the course of its activity.

These include:

  • the domestic tax issued in the invoice (at all stages of production / distribution and on service providers in Switzerland);
  • the acquisition tax declared by the company (services provided by companies with their head office abroad);
  • the import tax (when importing objects).

The following VAT rates are applied (1.1.2018 status):

  • in normal cases: 7,7% of turnover;
  • for the hotel and parahôtellerie sector (special rate for accommodation services, breakfasts included): 3,7%;
  • foodstuffs and non-alcoholic beverages, books, newspapers and magazines, medicines and access to sports and cultural events benefit from a reduced rate of 2,5% (standard consumer goods).

Deduction of the previous tax

For goods and services that go directly to the consumer, the value added tax must be mentioned but must above all be included in the final price. This is not the case for business relations: we usually work with net prices plus the value added tax.

In this context, the principle of deduction from the pre-tax plays a big role: as during its transformation from raw material to finished product, a commodity passes through several stages where the added value is imposed each time at each stage. the value creator can deduct the amount of the value-added tax already paid in the previous stage.

In practice, this is the case: once a quarter (or every month, if applicable), the Federal Tax Administration (FTA) receives self-taxation by the taxpayer, which includes the total tax on the added value due. All previously paid tax amounts - whether by the supplier to the FTA or, for imports, to the Federal Customs Administration (FDA) - can be subtracted from this gross value added tax amount. The gross margin is thus subject to tax on transactions carried out in Switzerland (Swiss VAT).

The deduction of the advance tax breaks down as follows:

  • principle (where can the advance tax be deducted?);
  • exclusion of the right to the deduction of the advance tax (eg in the case of turnover excluded from the tax field, if the taxable person has not opted for taxation);
  • double assignment (the goods or services are mixed, that is, they are used for entrepreneurial and non-entrepreneurial activities - the correction of the advance tax must be made);
  • self-benefits or subsequent tax relief (the pre-tax correction must be made);
  • the deduction of the advance tax (especially in case of receipt of subsidies).

The IDE as a VAT number

The replacement of the old six-digit VAT number is effective from the 01.01.2014. From now on only the IDE can be validly used as VAT number.

In accordance with art. 26, al. 2, let. VAT Act (VAT Act), entities subject to VAT are required to indicate on their invoices the number under which they are entered in the register of VAT liable. With the IDE, the addition "VAT" must inevitably appear at suite number.

The format of the VAT number to be mentioned on invoices is therefore as follows:

CHE-123.456.789 VAT

Delimitation of the own needs

Business owners and their families sometimes source goods and services (which are cheaper for them) from their own business (only possible for sole proprietorships). They become the "end consumers" of their own clothes, computers, jewelery, sanitary wares, food, etc., and therefore can not deduct the pre-tax for that part of their display.

Distribution is not always easy here. This is especially the case with in-kind benefits in the food store or the private use of a company car. For this reason, the value-added tax (based on the direct federal tax model) provides for flat-rate deductions for business owners, their families and their employees.

In certain cases, such benefits in kind are exempt from VAT and deducted from the previous tax as personal consumption (correction of the advance tax) or benefit (declaration as turnover and to be taxed at a reduced rate and / or normal).

Anyone who receives public support in the form of subsidies, incentive contributions, etc., must also reduce the deduction of the advance tax proportionally, since, if not, relief double and unfounded tax would be observed.

Criteria for VAT liability

In principle, all companies are subject to VAT, regardless of their legal form. However, if the turnover of services subject to VAT (delivery and / or services) is less than CHF 100'000 per year (or CHF 150'000 for non-profit sports and cultural associations as well as public utility), the company is exempt from VAT.

If you do not pay a value-added tax, you can not tax your taxes. Special limits of turnover for VAT liability are also granted to public-law entities and in the case of acquisition tax).

It is also possible that companies exempted from VAT liability decide to voluntarily submit to it. This option, for example, makes sense when own competitiveness suffers from taxable competition as a non-taxable business can not deduct the advance tax, which must, therefore, be included in the sale price.

Optional coverage is particularly beneficial for companies that:

  • have an annual turnover of less than CHF 100'000 and practice as a subcontractor or service provider for taxable companies;
  • provide the majority of benefits abroad;
  • do not realize any turnover yet, but are subject to significant tax deductions.

Example of a start-up:

A newly founded start-up is active in research. During the start-up phase of the activity and the first years of operation, no taxable turnover is achieved, but major investments in the construction of premises and the purchase of operating resources are made. This company has the possibility to freely apply VAT during the start-up phase by renouncing the release of the tax liability and can then fully deduct the advance tax on its investments and other expenses.

Settlement according to agreed or received counter-payment (settlement methods)

The taxable enterprise may deduct VAT from the Federal Tax Administration on the basis of:

  • payment entries (counter-delivery received)

ou

  • invoices established for customers (agreed upon delivery).

Most of the companies subject to tax are counted quarterly on the basis of the agreed counter-benefits, as this system is based on their accounts receivable and payables. The disadvantage is that the value added tax is due on the basis of invoices, even if the payment is late (eg after 120 days since the invoice was issued). In addition, it is necessary to correct after the fact the losses on debtors and returns.

The counter-benefit account received is particularly suitable for small businesses that do not keep their accounts receivable or perform only open-book accounting. Attention: this method of counting the counter-delivery requires an authorization from the AFC / TVA.

Net Tax Debt and Flat Rate Rates Method: Simplified Calculation

To simplify the tax calculation, taxable enterprises with a turnover not exceeding CHF 5,02 million and a tax liability (or tax due) of up to CHF 109'000 per year may use the tax debt method. net (2011 state).

Net Tax Debt (TDFN) rates are per-branch rates that greatly simplify the way in which the AFC is counted since the prior tax amounts no longer need to be determined and the administrative work related to accounting and VAT statements are facilitated.

Instead of sending statements every three months, the net tax debt method allows the accounts to be done only twice a year. To the customers, the taxable person continues to charge the usual rates of value added tax (and not the TDFN).

TDFNs are used as multipliers, ie the total of all taxable turnover, including VAT, is declared and multiplied by the TDFN to obtain the amount of VAT due.

Packages vary significantly between 0,1% for farriers, for example (value added on the raw materials they buy is obviously very low) and 6,7% for temporary agencies or translation offices. Currently, there are 10 rates of this type.

Nearly one-third of all Swiss SMEs use the simplified TDFN method. Companies that have opted for the TDFN method must adhere to it for at least 1 year. Then, it is possible to return to the actual settlement method, the latter must then be kept for at least 3 years before returning to the TDFN method.

In addition to the TDFN method, there is also the flat rate method (TaF) for VAT purposes. The latter is aimed at public authorities and affiliated areas such as private schools and hospitals, public transport companies, etc., as well as associations and foundations. Unlike the TDFN method, there is no limit on turnover or tax debt, and earnings must be reported quarterly. The values ​​of the TDFN and TaF tax packages are equal.


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