Incorporation of a Swiss limited liability company (GmbH) - compact document set
This set of documents is required for the incorporation (Cash) of a limited liability company (Gesellschaft mit beschränkter Haftung or GmbH) in Switzerland. The company is entered in the commercial register of the place at which it has its registered office.
Through a single interview, you will be able to create:
- Articles of association;
- Circular resolution of the Board of Managing Directors;
- Acceptance letters and signature sheets for members of the Board of Managing Directors;
- Signature sheets for officers;
- Application to the commercial register;
- Letter to the commercial register; and
- Quota holders’ register.
This set of documents does not include certain other documents which are required to complete the registration (see below).
Overview of the procedure for a cash incorporation of a limited liability company (GmbH)
Step 1: Preparation of required document, confirm availability of desired company name.
It is possible to ask the commercial register to carry out a preliminary examination of the documents prepared, which may take up to seven business days. The quota capital of the company must be paid into a blocked account and a confirmation from the bank obtained. Unless the company is eligible for limited audit (in which event there must be a vote and an opt-out declaration must be provided), an independent auditor must be appointed.
Step 2: Contact a notary and provide all necessary documents to allow preparation of the public deed. At the founders meeting, all founding members must be present or represented by proxy.
Step 3: File the public deed including the signed application form and other required documents with the commercial register at the company’s domicile. Subject to completeness and legal conformity, the company should be established within the next 7 business days. Do not forget to order a certificate of registration.
Circumstances of Use
This set of documents is intended for the cash incorporation of a Swiss limited liability company.
The purchase of this Product is subject to PartnerVine Terms.
You (the registered user through whose account the purchase is made) may:
- Access the document-generation interview for 90 days from date of purchase;
- Export and download an unlimited number of copies of the document(s) in Word or pdf format;
- Share and use the document copies in connection with the circumstances described in this Author’s Note and only for the ordinary business purposes of the group of companies to which you belong.
Exclusions and Limitations
This template allows for the creation of the documents listed above only. The following additional documents must also be filed with the commercial register:
To be provided by a notary:
- Public deed regarding the establishment of the company
To be provided by the company:
- Bank certificate of the blocked bank account to pay in quota capital;
- Stampa- and Lex-Friedrich-declaration (form available from the commercial register);
- Acceptance letter of the auditor or opting out declaration by the company (form available from the commercial register);
- Copy of passport or ID of each person who will be entered in the commercial register;
- If necessary certificate of good standing of founder; and
- Confirmation of domicile (if relevant).
If the company to be incorporated does not yet have a place of business in Switzerland, consider whether domiciliation services are required. A template Domiciliation Agreement is available separately.