From Freelancer to Founder

The Real Difference Between Einzelfirma and GmbH

From Freelancer to Founder.png

Congratulations! 🎉👏 If you are reading this, your freelance business in Switzerland is likely doing well. You’ve mastered the art of the Einzelfirma (Sole Proprietorship), you know your way around your invoices, and your "Milchbüechli" (your simple revenue/expense ledger) is balanced.

But now, you are thinking about the next step: The GmbH (in German) or SĂ rl (in French).

Many articles will bore you with statutes and notary fees. We are going to skip the fluff and focus on the truth: what actually changes for _you_—the entrepreneur—when you wake up the day after your company is registered.

The Legal Shift

You Are No Longer the Business

As a freelancer (Einzelfirma), you and your business are the same person legally. If you buy a laptop, you bought it. If the business gets sued, you get sued. Your private bank account and your business assets are essentially in the same "pot" of liability.

The GmbH Change: When you create a GmbH, you are giving birth to a new legal person.

  • The Business is now a separate entity. It has its own rights, its own money, and its own debts.

  • You are now two things: a Shareholder (you own the company) and an Employee (you work for the company).

This separation is the famous "liability shield"—if the company goes bankrupt, your private savings are generally safe (unless you acted criminally or negligent). But this separation triggers a massive change in how you handle money.

The Accounting Shift

Goodbye MilchbĂĽechli, Hello Double-Entry

This is where most freelancers get confused. You might be using the same software (like Bexio or Klara), but the way you report is about to get more serious.

âť¶ The Old Way: The "MilchbĂĽechli"

As a freelancer with revenue under CHF 500k, you likely used "simple bookkeeping."

  • Logic: Did money come in? Great, record it. Did money go out? Record it.

  • Result: Revenue minus Expenses = Profit.

  • Tax: You put that Profit number into your private tax return. Done.

âť· The New Way: Double-Entry Bookkeeping

A GmbH must use double-entry bookkeeping (Doppelte Buchhaltung). Instead of just one list of transactions, you now have to produce two key documents for the tax authorities every year.

The Income Statement (Erfolgsrechnung) -> "The Movie"

This is very similar to what you did before. It tells the story of your year.

  • What it shows: Revenue (Sales) vs. Expenses (Salaries, Rent, Software) over a specific period (e.g., Jan 1 to Dec 31).

  • The bottom line: Profit or Loss.

  • The catch: Unlike before, your own salary is now an expense! In the Einzelfirma, your "profit" was your salary. In a GmbH, the company pays you a salary (which lowers the profit), and the remaining profit belongs to the company, not you.

The Balance Sheet (Bilanz) -> "The Snapshot"

This is the new requirement that confuses people. While the Income Statement is a movie covering a whole year, the Balance Sheet is a photo taken at a single second: 23:59 on December 31st.

It doesn't ask "How much did we make?", it asks "How healthy are we right now?". It has two sides that must always be equal (balanced):

  • Left Side (Assets / Aktiven): What the company owns.

    • Cash in the bank.

    • Computers and equipment.

    • Unpaid invoices (money clients owe you).

  • Right Side (Liabilities / Passiven): Who paid for it?

    • Debt: Money owed to suppliers or banks.

    • Equity: The money you put in (the 20k starting capital) plus the profits the company has kept over the years.

Why does this matter? In your old "MilchbĂĽechli," if you bought a CHF 3,000 laptop, it was just an expense. In a Balance Sheet, that laptop is an Asset. It sits on the left side of your balance sheet and loses value slowly over years (depreciation). It changes how your profit looks effectively.

The Cash Flow Statement (Geldflussrechnung)

Strictly speaking, small Swiss GmbHs are often legally exempt from filing a full Cash Flow Statement (OR Art. 961), but your accountant will likely prepare one, and you absolutely need to understand it.

Why? Because Profit is not Cash.

  • Scenario: You send an invoice for CHF 50,000 on December 20th.

  • Income Statement: Says "Woohoo! +50k Revenue! Big Profit!"

  • Cash Flow: Says "Zero." (Because the client hasn't paid yet).

  • Balance Sheet: Shows "Debtors" (money owed to you).

If you only look at your profit, you might think you are rich and buy a new server. But if you look at your Cash Flow, you realize the bank account is empty until the client pays. The Cash Flow statement tracks the actual movement of hard cash, stripping away the accounting magic.

The "Pizza Rule"

The Hardest Habit to Break

This is the most dangerous trap for new GmbH owners.

In an Einzelfirma: You are hungry. You take the business card, buy a pizza for dinner, and maybe buy a private video game.

  • Accounting consequence: You just mark it as "Private Withdrawal" (Privatentnahme). It’s not a business expense, so it doesn't lower your taxes, but it is perfectly legal. It's your money.

In a GmbH: You are hungry. You take the business card to buy a private pizza.

  • Accounting consequence: Theft. (Technically, embezzlement). The money belongs to the Company, not you. You cannot use company money for private expenses.

How do you get money out?

  1. Salary: You pay yourself a monthly wage (subject to social security/AHV).

  1. Dividends: You take a share of the profits after tax (once a year).

  1. Expenses: You pay for business expenses only.

If you accidentally use the business card for private stuff, you create a "Current Account" debt (Kontokorrent). Basically, the company is loaning you money. If you don't pay it back with interest, the tax authorities will treat it as a hidden dividend and tax you heavily on it.

Conclusion

Is It Worth It?

Switching to a GmbH is a sign of maturity. It protects your private savings, looks more professional to corporate clients, and can save you taxes once your profit exceeds a certain threshold (usually around CHF 100k-150k).

But the price you pay is discipline. You move from the mindset of "I made 100k, so I have 100k" to a structured approach:

"The Company made 100k. It paid me a 60k salary. It has 20k in expenses. The Company now has 20k profit. The Company's Balance Sheet shows it is healthy. I will now ask the shareholder meeting (me) if I can pay out a dividend."

It sounds complex, but it forces you to build a business that has value independent of your personal bank account. If you are ready to stop just "working for yourself" and start "running a company," the GmbH is the perfect vehicle for your journey.