Setting up an LLC in Switzerland as a cross-border worker

How do you set up an LLC in Switzerland as a cross-border worker?

Setting up an LLC in Switzerland as a cross-border worker is entirely possible. The process involves paying up a minimum capital of CHF 20,000, designating at least one manager domiciled in Switzerland, and having the deed of incorporation authenticated by a Swiss notary before registration with the Commercial Register. The procedure generally takes two to four weeks. Once registered, the LLC has legal personality and protects the personal assets of its partners.

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LLC share capital: rules and payment

The minimum share capital of an LLC is set at CHF 20,000 by the Swiss Code of Obligations. This capital must be fully paid up at the time of incorporation, i.e. deposited in a blocked bank account opened in the name of the company being formed. The bank will issue a deposit certificate that will be given to the notary at incorporation. Capital may be contributed in cash or in kind (contribution of tangible or intangible assets valued by an independent expert). Shares have a minimum nominal value of CHF 100.

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The requirement for a manager domiciled in Switzerland

This is the main constraint for a cross-border worker wishing to set up an LLC. Swiss law requires that at least one manager with the right to represent the company individually or collectively be domiciled in Switzerland. The cross-border worker, residing abroad, does not meet this condition. The most common solution is to appoint a Swiss fiduciary or professional as co-manager, with a well-defined delegation of powers. It is important to choose a reliable partner, as this manager legally commits the company.

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Steps to incorporate an LLC in Switzerland

1. ‍Drafting the articles of association: The articles define the company name, registered office, corporate purpose, share capital and operating rules of the company. They must be drawn up in compliance with the Swiss Code of Obligations (CO). A Swiss notary can prepare a standard template or bespoke articles.‍
2. Opening the deposit account: The capital of CHF 20,000 is deposited in a blocked account with a Swiss bank. The bank provides a deposit certificate essential for incorporation.‍
3. Notarised deed of incorporation: The deed of incorporation must be authenticated by a Swiss notary. The founders (or their authorised representatives) sign the deed before the notary. If the cross-border worker cannot travel, a notarised power of attorney may allow a representative to sign on their behalf.‍
4. Registration with the Commercial Register: The notary transmits the file to the cantonal Commercial Register office. Registration is published in the Swiss Official Gazette of Commerce (SOGC). The company obtains its IDE number upon registration.‍
5. Mandatory affiliations: After registration, the company must affiliate with an AHV compensation fund for its employees and managers, register for VAT if the threshold of CHF 100,000 is reached, and take out accident insurance (LAA) for its employees.

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Cost of setting up an LLC in Switzerland

The costs of incorporating an LLC include notary fees (CHF 800 to 2,000 depending on complexity), Commercial Register fees (approximately CHF 600), bank fees for the deposit account (CHF 100 to 300), and possibly fiduciary fees for the domiciled manager (CHF 1,000 to 3,000/year). In total, allow CHF 2,000 to 5,000 excluding share capital for incorporation.

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LLC taxation for a cross-border worker

The LLC is subject to profit tax at federal (8.5%) and cantonal level. The overall effective rate varies by canton between 12% and 22%. Dividends paid to partners are subject to the federal withholding tax of 35%, refundable under conditions to Swiss residents. For a French cross-border partner, a bilateral tax convention applies to avoid double taxation. It is essential to consult a tax expert before defining the remuneration policy (salary vs dividends).

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FAQ - Setting up an LLC in Switzerland as a cross-border worker

How much does it cost to set up an LLC at startups.ch?

Setting up an LLC starts from CHF 290 with the Basic package at startups.ch (excluding the share capital of CHF 20,000). This package includes drafting the articles of association, the notarial deed and registration with the Commercial Register. Additional packages include fiduciary support and domiciliation. The share capital of CHF 20,000 is a contribution you recover in the company, not a sunk cost.

How long does it take to set up an LLC in Switzerland?

At startups.ch, setting up an LLC generally takes between 5 and 15 working days once all documents have been submitted. Registration with the Commercial Register takes approximately 1 to 2 weeks after the notarial deed. Express options are available to speed up the process. The duration may vary depending on the canton and the complexity of the file (contributions in kind, foreign partners, etc.).

Is the CHF 20,000 LLC capital permanently blocked or can it be used?

The CHF 20,000 capital is deposited in a blocked deposit account before incorporation, then released to the company's current account upon registration with the Commercial Register. This capital belongs to the company and can be used for its current expenses (rent, salaries, equipment). It is not a sunk cost: it is the initial assets of your company.

Can I set up an LLC in Zug if I live in Geneva but want the registered office in Zug?

Yes, you can domicile your LLC's registered office in the canton of your choice, regardless of your place of residence. However, the registered office must correspond to an effective establishment in Switzerland (a domiciliation address with a fiduciary, for example). The choice of domiciliation canton affects the company's taxation.

I want to set up an LLC but I don't understand accounting well. What should I plan for?

Every LLC must maintain accounting in compliance with the Swiss Code of Obligations (CO) with an annual balance sheet and income statement. For companies with turnover below CHF 500,000, simplified accounting is possible. startups.ch offers fiduciary partners such as Bexio to manage your accounting. Budget CHF 1,500 to 5,000/year depending on complexity.

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