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Points to note when setting up a company as a young entrepreneur

There are a number of things you should be aware of when setting up your business, depending on the legal form you choose. We will show you the most important aspects of setting up a company.

Sole proprietorship

A sole proprietorship is the perfect way to set up your own Youngpreneur business. Although there are not many regulations, you should still bear the following in mind.

Required capital

No minimum capital is required to set up a sole proprietorship.

Company name

In the case of a sole proprietorship, your surname must be included in the company name: for example, 'Maler Müller' (Müller the painter).

Entry in the commercial register

In principle, entry in the commercial register is only mandatory for sole proprietorships with a turnover of CHF 100,000 or more. Nevertheless, we recommend it in any case. The commercial register extract can be useful to you in a variety of situations, such as opening a bank account, a PO box, a telephone connection or in international trade.

Withdrawal from pension funds

In principle, pension fund assets can be withdrawn and used as start-up capital when setting up a sole proprietorship. However, for many youngpreneurs, the amount is not large enough to be relevant for setting up a business.

If you still want to withdraw your pension fund assets, you must be able to credibly demonstrate your self-employment to the relevant compensation office. To do this, you must complete the attached AHV form and provide some evidence. This could include, for example, three offers to potential customers, three invoices already issued to customers and the business plan.

Limited Liability Company

If you set up a LLC, you should definitely pay attention to the following points. We will show you which regulations are important.

Required capital

A minimum capital of CHF 20,000 is required to found a LLC. Since you are not considered self-employed as an entrepreneur in a LLC under AHV law because you are employed in your own company under an employment contract, you cannot withdraw any pension fund assets when you found a LLC.

Number of shareholders

At least one shareholder and one managing director must be active in a LLC. However, you can hold both positions at the same time. The managing director authorized to sign must be resident in Switzerland.

Audit

Auditing is mandatory for a LLCif it has 10 or more employees. According to the Swiss Code of Obligations (Art. 727), the GmbH is subject to the ordinary audit if it exceeds two of the following values during two consecutive years:

• 250 full-time positions
• CHF 40 milion turnover
• CHF 20 milion balance sheet total

Public notarization and entry in the commercial register

The formation of a GmbH is only complete when it is entered in the commercial register, which is why registration is mandatory. The shareholders and thus the owners of the share capital are registered by name in the commercial register.

VAT liability

It is only mandatory to pay value added tax (VAT) on a GmbH if its turnover exceeds CHF 100,000. Nevertheless, it is also possible to be subject to VAT if the turnover is lower.

Public limited company

There are a number of obligations associated with setting up a public limited company. We will explain the most important points below.

Required capital

The minimum capital required to found a stock corporation is CHF 100,000. At least CHF 50,000 of this must be paid up. Since you are considered an employee in your own company under AHV law, you cannot withdraw any pension fund assets to found a stock corporation.

Shareholders and members of the board of directors

A company limited by shares requires at least one shareholder and one member of the board of directors. However, if you do not want to involve partners or co-founders for the time being, you can hold both positions at the same time. A director with signatory powers must be resident in Switzerland.

Audit

When you set up a company limited by shares, you must appoint a state-approved auditor. This auditor must submit an annual management report to the board of directors.

Public notarization and entry in the commercial register

When a stock corporation is founded, entry in the commercial register is mandatory. This occurs after the public notarization and approval of the statutes. The names of the members of the board of directors are published in the commercial register, but not those of the shareholders.

Shareholders' agreement

A shareholders' agreement is worthwhile if several shareholders are involved in your company. This can create clarity and regulate aspects that are not legally defined and not included in the statutes. We will help you draw up a shareholders' agreement.