Author's Note
Upon incorporation in Switzerland of a limited liability company ( Gesellschaft mit beschränkter Haftung or GmbH), the founder of the company must subscribe for quotas, participate in the founders’ meeting, and interact with the commercial register for the purposes of registering the newly established company. This Power of Attorney allows the founder (referred to as the Principal) to grant power of attorney to one or more individuals to act as proxy for the purpose of the incorporation. This is typically required if, for example, the founder is an individual or entity located outside Switzerland or the founder is otherwise unable to participate in the incorporation process. The proxy is authorized: to subscribe for a defined number of quotas in the Company, in the name of/for the account of the Principal; to represent the Principal at the founders‘ meeting; and to interact with the commercial register on behalf of the Principal. Documents...
Read moreUpon incorporation in Switzerland of a limited liability company (Gesellschaft mit beschränkter Haftung or GmbH), the founder of the company must subscribe for quotas, participate in the founders’ meeting, and interact with the commercial register for the purposes of registering the newly established company.
This Power of Attorney allows the founder (referred to as the Principal) to grant power of attorney to one or more individuals to act as proxy for the purpose of the incorporation. This is typically required if, for example, the founder is an individual or entity located outside Switzerland or the founder is otherwise unable to participate in the incorporation process.
The proxy is authorized:
- to subscribe for a defined number of quotas in the Company, in the name of/for the account of the Principal;
- to represent the Principal at the founders‘ meeting; and
- to interact with the commercial register on behalf of the Principal.
Documents are required to be provided in the official language of the relevant commercial registry. These templates are provided in German with English translation.
The Principal may be a natural person or a legal entity. The proxy must be an individual, but may represent a legal entity.
Circumstances of Use
This document is required on incorporation of a Swiss limited liability company (GmbH) if the founder of the company wishes to delegate the relevant steps.
Terms of Use
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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
As this document is provided in German with English translation, it is not suitable for use by companies established in non-German speaking cantons.
Other Comments
This document must be signed and dated. A notary will typically be involved in the process of incorporation. Subject to the notary’s requirements the Power of Attorney may need to be notarised.
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Frequently asked questions
GmbH means Gesellschaft mit beschränkter Haftung and is common in German speaking countries. Sàrl is its French counterpart, Sagl is used in Italy. LLC signifies Limited Liability Company and is common for anglophone countries
In accordance with art. 56 of the Swiss Civil Code, the registered office or seat of a legal entity is located in the political municipality where its administration is carried out, unless its articles of association provide otherwise.
A LLC does not have stock or stockholders. Instead, there is an operating agreement. The Operating Agreement lists the membership interests and the rights of each member rather than in separate member certificates.
The minimum company capital is CHF 20,000. There is no maximum. The company capital must be fully paid-up at incorporation.
The minimum nominal value is CHF 100. The recommended amount is CHF 100.
Yes, it is possible that the principle is a company. In general, the Principal is the founder of the Company, appointing the proxy to represent the Principal for the purposes of incorporation.
The commune of origin (Heimat- or Bürgerort in German) denotes where a Swiss citizen has his municipal citizenship and can differ from the place of birth or the place of residence.
A city/town needs to be defined which's ordinary courts shall have jurisdiction to resolve a potential dispute.