Swiss Limited Liability Company (GmbH/Sàrl)

Like the AG/SA, the GmbH is a legal business entity in its own right. Since the GmbH is very common due to its structure to the AG, reference can be made to the comments regarding to the name, the domicile and the governing bodies.

Articles of Incorporation

The setting up of a Swiss Limited Liability (GmbH) generally requires only one person (private individual or legal entity).

The GmbH must be represented by a person with a Swiss residence. This individual can be a managing director. The equity share capital, which is at least CHF 20,000, has to be fully paid in. There is no capital on equity share capital. The nominal value per share is at least CHF 100.00

In case of a recapitalization the nominal value can be reduced to CHF 1.00. Members of a GmbH may hold several shares of the capital.

Swiss Limited Liability Company  may have three governing bodies: the General Meeting of Partners, the Management and (though not obligatory) the auditors.

The GmbH is the main subject to an ordinary audit. There are exceptions in relation to the structure of the company. An ordinary audit is required if the corporation exceeds two of the following variables within two consecutive fiscal years:

  • Balance sheet total of CHF 10 million
  • Turnover of CHF 20 million
  • Yearly average of 50 fulltime positions
  • In case the preconditions for an ordinary audit are not fulfilled.

The limited audit is less extensive and profound. With the consent of all shareholders a GmbH with less than ten fulltime positions may abstain from an audit.