Complete guide: incorporating a Swiss Sàrl (LLC)

Note: this guide is a V1 draft authored by the LexUp team. It will be reviewed and signed off by Nicolas F. Krauer before official publication. Information remains indicative, a formal mandate is required for your specific case.

The Sàrl (Société à responsabilité limitée, equivalent to a GmbH in German-speaking Switzerland or an LLC abroad) is the most common legal form for founders starting a project in French-speaking Switzerland. Accessible capital requirement, simple governance, convertible to a Limited Company (SA/AG) when you raise, it's usually the right choice for an MVP, a side-project that's taking off, or a 1-to-3-founder team wanting a clean legal base without committing to a complex shareholding structure upfront.

Why a Sàrl rather than a SA (Limited Company)?

Three practical differences:

• Minimum capital: CHF 20'000 for a Sàrl, vs. CHF 100'000 for a SA (with CHF 50'000 paid in). For an early-stage founder, that's often a deal-breaker.
• Anonymity: Sàrl partners are listed in the commercial registry. If you want shareholder anonymity (typical for a fundraising round), you need a SA.
• Governance: the Sàrl tolerates lighter rules (no mandatory auditor below revenue thresholds, simplified accounting).

If you plan to raise within 12-18 months, a SA may make sense from day one, that's what a typical Swiss VC expects. Otherwise, start with a Sàrl and convert to a SA later without breaking the cap table.

Share capital: how much and how

The minimum legal capital for a Sàrl is CHF 20'000, fully paid in at incorporation. No installment schedule like for a SA. You can go above, useful if the company will need to fund heavy equipment from the start, or to signal seriousness to partners.

Funds are deposited into a blocked capital account opened with a Swiss bank specifically for the incorporation. Once the company is registered, the capital is released to the company's current account and becomes usable.

Contribution in kind: you can contribute assets (equipment, patents, code) instead of cash, but it complicates the procedure (incorporation report, contradictory valuation). Recommendation: pay in cash the first time, contribute assets later via a capital increase if needed.

Incorporation steps

1. Name selection and availability check on zefix.ch. The name must include "Sàrl" or its equivalent.
2. Drafting the articles of association, the company's founding document. Must cover company name, registered office, purpose, capital, rules for admission and transfer of shares.
3. Opening the blocked capital account with a Swiss bank. Variable lead time (3 to 10 days depending on the bank).
4. Capital deposit into this account. The bank issues a confirmation the notary will require.
5. Notarial deed, signing the incorporation document. All partners (or their proxies) must be present.
6. Commercial registry filing in the canton of the registered office. The notary submits the file directly.
7. FOSC publication (Swiss Official Gazette of Commerce), the company exists legally as of this publication.
8. Receiving the registry extract and unblocking the funds to the company's current account.

Documents to prepare

• Valid ID of each partner
• Recent proof of address (less than 3 months)
• Declaration on the beneficial owner (LBA form)
• For non-Swiss partners: recent criminal record extract from country of residence
• Power of attorney if a partner cannot physically attend the signing

For management, at least one manager must have individual signature and reside in Switzerland. If all founders are non-resident, a resident manager is required, a Swiss attorney or fiduciary can take that role (it's one of LexUp's services).

Timing

Plan 5 to 10 business days between the notary appointment and FOSC publication, assuming all documents are ready. The main variable is notary availability, in peak season (back-to-school, fiscal year-end), book 2 to 3 weeks ahead.

Estimated total cost

Beyond the share capital which remains your money, here are the external fees:

| Item | Amount | | --- | --- | | LexUp fee, notary included (Sàrl flat rate) | CHF 340.- | | Commercial registry filing (Vaud) | ~CHF 600.- | | VAT (8.1%) | on fees | | Total external (excl. capital) | ~CHF 1'010.- |

Our Sàrl flat rate covers both LexUp's legal work and the notarial deed through our partner notary, you don't have to source or pay a notary separately. Your remaining costs: the share capital (CHF 20'000 minimum, which stays as your money on the company account), the commercial registry filing, and VAT.

The calculator on the services page gives a precise estimate based on your parameters.

After incorporation

A few formalities to complete within 3 to 6 months:

• VAT registration if forecast revenue ≥ CHF 100'000 annually.
• Social insurance affiliation (AVS, AI, APG, AC) for management and any employee.
• Pension fund (LPP) if you have employees above the annual threshold.
• Commercial accounting from incorporation (journal + general ledger).

For a solo founder not paying themselves a salary immediately, most of these obligations can wait for first revenue. But accounting starts on day 1.

Frequently asked questions

Can I incorporate my Sàrl remotely? Yes, via notarized power of attorney. You mandate a Swiss attorney to sign the deed on your behalf. It's more practical for a non-resident founder.

Can I change canton later? Yes, via transfer of registered office. Not trivial but standard. Plan 3 to 4 weeks and around CHF 1'500.- in external fees.

Can I convert my Sàrl into a SA when I raise? Yes, it's a routine operation. The conversion preserves legal personality (so existing contracts, bank accounts, VAT numbers) and the cap table. Plan 3 to 4 weeks, CHF 1'500.- to 2'500.- in fees + notary/registry costs.

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