Swiss LLC Formation: Complete Guide for Entrepreneurs (2026)

Starting a Limited Liability Company (GmbH/Sàrl) in Switzerland? Get the full breakdown on costs, timeline, requirements, and whether it's the right choice for your business.

Swiss business office

Starting a Limited Liability Company (LLC) in Switzerland offers liability protection and professional credibility—but it's not right for everyone. This guide walks you through exactly when an LLC makes sense, what it costs, and how to form one in 2026.

Quick facts: You'll need CHF 20,000 in capital, about 3 weeks for formation, and a realistic budget of CHF 1,100-5,000 in formation costs. If those numbers make you hesitate, read on—we'll help you decide if an LLC is worth it for your business.

What Is a Swiss LLC? (The 60-Second Version)

A Swiss Limited Liability Company—called GmbH in German, Sàrl in French, and LLC in English—is a business structure that protects your personal assets from business debts.

Key characteristics:

  • Minimum capital: CHF 20,000 (fully paid)
  • Liability limited to company assets only
  • Can be formed by one person or multiple partners
  • Governed by Swiss Code of Obligations (Articles 772-827)
  • Members own shares, not stock certificates

Unlike a sole proprietorship where you and your business are one legal entity, an LLC separates your personal finances from business obligations. Your car, house, and savings account are protected if the business fails.

The tradeoff? Double taxation and higher administrative costs. We'll break down whether that's worth it for your situation.

Business Structure

LLC vs. Sole Proprietorship vs. AG: Which Should You Choose?

Here's the decision framework most Swiss entrepreneurs use to pick the right business structure.

FactorSole ProprietorshipLLC (GmbH/Sàrl)AG (Corporation)
Minimum capitalNoneCHF 20,000CHF 100,000
Formation costCHF 0-500CHF 1,100-5,000CHF 5,000-15,000
Formation time1-2 days3 weeks4-6 weeks
Personal liabilityUnlimitedLimited to capitalLimited to capital
TaxationOnce (personal income)Twice (company + personal)Twice (company + personal)
Professional imageModerateHighVery high
Annual costsCHF 2,000-8,000CHF 15,000-70,000CHF 25,000-100,000+
Best forFreelancers, consultantsGrowing businesses, partnershipsInvestors, scaling companies

Choose a sole proprietorship if: You're a freelancer earning under CHF 100,000 annually, don't have business partners, and want minimal administrative burden.

Choose an LLC if: You're earning CHF 100,000-500,000 annually, want liability protection, have partners, or plan to reinvest profits in the business.

Choose an AG if: You need investor funding, plan rapid expansion, or expect annual revenue above CHF 500,000.

When Does an LLC Actually Make Sense?

An LLC isn't just about legal structure—it's a business decision. Here are scenarios where it typically pays off.

⚖️

Significant Business Risk

Client contracts worth CHF 50,000+, physical inventory, or professional liability exposure
🤝

Business Partners

Clear ownership structure prevents conflicts and protects each partner's personal assets
📈

Planning for Growth

Professional image helps win larger contracts and makes future conversion to AG easier
💰

Tax Optimization

Salary/dividend split can reduce overall tax burden and retain profits at lower corporate rate

Skip the LLC If:

  • You're earning under CHF 100,000 annually (administrative costs eat profits)
  • You're testing a business idea (start lean with sole proprietorship)
  • You need unemployment insurance eligibility (LLC managers don't qualify)
  • Cash flow is tight (CHF 20,000 capital could be better invested in growth)
Formation Process

Step-by-Step: How to Form a Swiss LLC in 2026

The formation process takes approximately 3 weeks and involves six key steps.

Step 1

Choose Your Company Name (1-2 days)

Your LLC name must include 'GmbH,' 'Sàrl,' or equivalent, be unique, and not mislead about your business activity.

  • Check name availability at zefix.ch
  • Reserve your name before drafting statutes
  • Must reflect your canton's official language
Swiss business paperwork
Step 2

Draft Your Statutes (2-3 days)

The statutes are your company's constitution and must include specific legal requirements.

  • Company name and Swiss headquarters address
  • Business purpose and share capital structure
  • Member details and share distribution
  • Template available or hire lawyer (CHF 500-2,000)
Swiss business documentation
Step 3

Open an Escrow Account (2-3 days)

Deposit your CHF 20,000 share capital in a Swiss bank escrow account.

  • UBS offers free escrow accounts
  • Most banks charge CHF 200-300
  • Capital locked until commercial register confirms registration
  • Full amount available for business use after registration
Swiss bank security
Step 4

Notarize the Incorporation Deed (1-2 days)

A Swiss notary must authenticate your incorporation deed with all members present.

  • Digital services: CHF 490-600
  • Traditional notaries: CHF 800-3,000
  • Premium services: CHF 2,000-5,000 with consulting
  • Zurich and Thurgau have fixed tariffs
Notary documents
Step 5

Register in Commercial Register (1-2 weeks)

Submit all documents to your canton's commercial register for official approval.

  • Cost: CHF 550-800 (Zurich: CHF 600)
  • Processing: 7-10 days in Zurich/Zug, 2+ weeks elsewhere
  • Requires notarized deed, statutes, bank certificate
  • Managing director must be Swiss resident
Commercial register
Step 6

Post-Registration Setup (1 week)

Complete essential registrations and open your business bank account.

  • AVS pension registration (mandatory within 30 days)
  • VAT registration if turnover exceeds CHF 100,000
  • Federal, cantonal, and municipal tax registrations
  • Transfer capital from escrow to operating account
Business setup dashboard

Formation Cost Breakdown

Budget Option (CHF 24,000-26,000)

  • Share capital: CHF 20,000
  • Digital formation service: CHF 490
  • Commercial register: CHF 600
  • Escrow account: CHF 0-300
  • Basic tax/AVS setup: CHF 0 (self-service)
  • Total: CHF 21,090-21,390 + capital

Standard Option (CHF 28,000-33,000)

  • Share capital: CHF 20,000
  • Traditional notary: CHF 1,500
  • Fiduciary setup support: CHF 1,000-2,000
  • Commercial register: CHF 600
  • Bank fees: CHF 250
  • Tax registrations with advisor: CHF 500
  • Total: CHF 23,850-24,850 + capital

Premium Option (CHF 35,000-40,000)

  • Share capital: CHF 20,000
  • Full-service formation: CHF 3,000-5,000
  • Legal review: CHF 1,500-3,000
  • Business plan development: CHF 2,000
  • Advanced tax structuring: CHF 1,500
  • Total: CHF 28,000-31,500 + capital

Annual Operating Costs

Minimal Setup (CHF 15,000-25,000/year)

  • Accounting software: CHF 240-600
  • Annual financial statements: CHF 2,000-4,000
  • Tax return preparation: CHF 1,500-3,000
  • AVS/BVG contributions: CHF 10,000-15,000 (on minimum salary)
  • Commercial register updates: CHF 0-500

Professional Setup (CHF 40,000-70,000/year)

  • Full fiduciary service: CHF 5,000-12,000
  • Tax advisory: CHF 3,000-8,000
  • Limited audit (if required): CHF 3,000-8,000
  • Social insurance (higher salary): CHF 25,000-40,000
  • Legal counsel (as needed): CHF 2,000-5,000

Hidden Costs to Budget For

  • Manager salary (minimum recommended: CHF 60,000/year)
  • Pension contributions (20-25% of salary)
  • Professional liability insurance: CHF 800-3,000/year
  • Business address if working from home: CHF 1,200-6,000/year

The Double Taxation Question (And How to Optimize)

This is the biggest drawback of an LLC: you're taxed twice on the same money. But smart structuring can minimize the impact.

Swiss tax optimization

How Double Taxation Works

1. Company level: Your LLC pays 11.85%-21.6% on net profit (varies by canton)

  • Federal profit tax: 8.5%
  • Cantonal/municipal tax: 3.35%-13.1%

2. Personal level: You pay income tax on:

  • Salary you pay yourself (progressive rates up to 40%+)
  • Dividends you distribute (taxed at 70% of value federally)

Optimization Example: CHF 100,000 Profit

Scenario A: All Salary

  • Salary: CHF 100,000
  • Company tax: CHF 0
  • Personal income tax: ~CHF 20,000
  • AVS/BVG: ~CHF 11,000
  • Total tax: CHF 31,000
  • Net: CHF 69,000

Scenario B: Salary + Dividend (Optimized)

  • Salary: CHF 60,000
  • Company tax on CHF 40,000: ~CHF 5,600 (14%)
  • Personal tax on salary: ~CHF 10,000
  • AVS/BVG: ~CHF 6,600
  • Dividend tax (70% of CHF 34,400): ~CHF 4,800
  • Total tax: CHF 27,000
  • Net: CHF 73,000

Savings: CHF 4,000 (5.8% improvement)

Optimization Strategies

  • Mix salary and dividends for optimal tax efficiency
  • Retain profits in company during high-income years
  • Time dividend distributions for lower-income years
  • Leverage business expense deductions (home office, vehicle, etc.)

Important: Work with a Swiss tax advisor to structure this correctly. Overly aggressive salary reductions can trigger tax authority scrutiny.

Advantages

Key Advantages of a Swiss LLC

Understanding what you gain by choosing the LLC structure over sole proprietorship.

Limited Liability Protection

Your personal assets are completely separate. If your LLC has CHF 50,000 in debts and CHF 10,000 in assets, creditors cannot touch your personal savings, home, or car.

  • Personal assets fully protected
  • Risk limited to invested capital
  • Legal separation from business debts
  • Peace of mind for high-risk ventures

Professional Credibility

'GmbH' or 'Sàrl' on your business card signals stability and commitment. Many corporate clients and government contracts require vendors to be registered companies.

  • Enhanced brand perception
  • Access to enterprise contracts
  • Government tender eligibility
  • Easier B2B partnerships

Flexible Ownership Structure

Transfer shares, add partners, or plan succession without liquidating the business. Clear valuation and minority shareholder protections built into Swiss law.

  • Transfer shares without business disruption
  • Add or remove partners with clear valuation
  • Statutory minority shareholder rights
  • Plan succession or eventual sale

Tax-Free Capital Gains

When you eventually sell your LLC shares, the capital gain is tax-free for individuals. Build a business worth CHF 500,000 and sell it—you keep the entire profit.

  • 100% tax-free exit for individuals
  • No capital gains tax on share sales
  • Rewarded for long-term value creation
  • Major advantage over other structures

Single-Member Formation

Swiss law allows one-person LLCs since 2008. Perfect for solo entrepreneurs who want liability protection without partners.

  • No partner required
  • Full control retained
  • Same liability protection
  • Add partners later if needed

Key Disadvantages to Consider

Be realistic about these drawbacks before committing to the LLC structure.

💸

Double Taxation

Pay tax at both company and personal levels—can reduce net income by 10-20% vs. sole proprietorship
🚫

No Unemployment Insurance

LLC managing directors cannot claim unemployment benefits, even if the business fails
📊

Higher Administrative Burden

Annual financial statements, professional accountant typically necessary (CHF 5,000-12,000/year)
🔍

Public Transparency

Your name, address, and ownership percentage are publicly listed in the commercial register
🔒

Capital Locked During Formation

CHF 20,000 sits in escrow for 2-4 weeks—capital that could be generating revenue elsewhere

VAT Registration: When and How

VAT adds another layer of compliance, but it's not always mandatory.

When You Must Register

Required:

  • Annual turnover exceeds CHF 100,000 from Swiss customers
  • Must register immediately when you know you'll exceed threshold

Optional:

  • Turnover CHF 50,000-100,000 from services abroad
  • You can voluntarily register to reclaim input VAT

How to Register

  1. Create account at estv.admin.ch
  2. Submit electronic registration form
  3. Receive VAT number within 2-4 weeks
  4. Begin charging 8.1% VAT on invoices (2026 rate)

Ongoing VAT Obligations

Quarterly filing (most LLCs):

  • Submit VAT return within 60 days of quarter end
  • Pay net VAT owed or claim refund
  • Reconcile input VAT (on expenses) vs output VAT (on sales)

Magic Heidi tip: Our VAT management tool automatically calculates your quarterly obligation based on categorized transactions. No spreadsheets needed.

VAT Accounting Example

Sale to customer: CHF 10,000 + CHF 810 VAT = CHF 10,810 total

Debit: Accounts Receivable CHF 10,810
Credit: Revenue CHF 10,000
Credit: VAT Payable CHF 810

Purchase from supplier: CHF 2,000 + CHF 162 VAT = CHF 2,162 total

Debit: Expenses CHF 2,000
Debit: VAT Recoverable CHF 162
Credit: Accounts Payable CHF 2,162

Net VAT owed to government: CHF 810 - CHF 162 = CHF 648

Common Mistakes to Avoid

Learn from these frequent errors that trip up new LLC founders.

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Underestimating Operating Costs

Budget CHF 20,000 for capital but forget CHF 15,000-40,000 annual operating costs
🗺️

Choosing the Wrong Canton

Tax savings must exceed the cost of maintaining an address in a low-tax canton
💳

Mixing Personal and Business

Paying personal expenses from business account is illegal and triggers tax problems
📅

Ignoring Dividend Timing

Distributing dividends in December vs January can significantly change your tax burden
🔒

Not Planning Capital Lock-Up

CHF 20,000 needs to stay in business—don't form if you need it personally within 6-12 months
⚠️

Skipping Professional Setup

DIY saves CHF 1,000-2,000 upfront but often costs more when errors are discovered later
FAQ

Frequently Asked Questions

How long does LLC formation actually take?

Average 3 weeks from starting the process to commercial register approval. Express services can reduce this to 5-7 days for an additional fee.

Can non-residents form a Swiss LLC?

Yes, but you must have at least one managing director who is a resident of Switzerland (Swiss citizen or valid work permit holder).

What happens to my CHF 20,000 capital?

It's deposited in an escrow account during formation, then released to your business bank account after commercial register entry. You can immediately use it for business expenses.

Can I work from home with an LLC?

Yes, if your home address is suitable for commercial registration. Some landlords prohibit this in rental contracts, and some activities (retail, customer visits) may violate residential zoning.

Do I need an accountant?

Not legally required, but practically necessary for most LLCs. Accrual accounting, VAT filing, and annual financial statements are complex. Budget CHF 5,000-12,000/year minimum.

Can I convert my sole proprietorship to an LLC?

Yes, by updating your commercial register entry. You can preserve business history and client relationships while gaining limited liability protection.

What if my business fails?

You lose your CHF 20,000 investment, but personal assets are protected. The LLC goes through liquidation, creditors are paid from available assets, and remaining debts are written off.

Can I be employed elsewhere and still run an LLC?

Yes, but check your employment contract for non-compete clauses. You'll need time to manage the LLC properly—most fail when treated as side projects.

Ready to Form Your Swiss LLC?

An LLC makes sense when liability protection and professional credibility justify the higher costs and administrative burden. For most entrepreneurs, that threshold is around CHF 100,000 in annual revenue or when taking on significant business risk.

After Formation: Simplify Your Accounting

Once your LLC is registered, Magic Heidi's accounting platform integrates with your Swiss bank account to:

  • Automatically categorize expenses from bank statements
  • Track VAT obligations with real-time calculations
  • Prepare financial statements for tax filing
  • Manage invoicing with QR-code compliance
  • Scan receipts with AI-powered expense extraction

You focus on growing your business—we handle the compliance complexity.

Start your free trial →


Legal disclaimer: This guide provides general information about Swiss LLC formation. Consult a licensed Swiss attorney and tax advisor for advice specific to your situation. Laws and regulations change—verify current requirements before making decisions.