*A GmbH (Gesellschaft mit beschränkter Haftung) is roughly equivalent to a limited liability company (L.L.C).

Provided the necessary preparation work has been done, the official steps (see steps 3-5 below) required to establish your GmbH can be accomplished within a few days. For more detailed information please consult the checklist for setting up a company.

Step 1: pre-clarification to prepare the information and documents required

This pre-clarification process also includes checking the availability of the name envisaged for the GmbH , You can do this yourself or seek the advisory support of 

• a member of the Swiss Fiduciary Association or the Fiduciary Chamber
• a member of the Swiss Bar Association or the Zurich Bar Association
• a bank  

Arrange an appointment at the notary public for the incorporation of the GmbH well in advance. To find out whose presence is required at this incorporators’ meeting before a Swiss notary public, see step 3.

Step 2: Preparation of commercial register application and incorporation documents

You can prepare the necessary documents yourself or have a fiduciary, lawyer or a bank do it for you. The costs amount to between CHF 2‘000 and CHF 5‘000..

A list of the process and documents required is available on this page under Documents required for registration in the commercial register. It is advisable to contact the notary public and the Commercial Registry Office (HRA) to make sure that all relevant factors have been taken into account.

If you decide to prepare the documents yourself, we recommend you submit these for pre-inspection to the Commercial Registry Office (HRA). This usually costs between CHF 200 and CHF 300 and takes about seven work days. In urgent or complex cases, and provided the HRA has the resources available, a task force pre-inspection can be requested. This costs CHF 350 per hour and will be completed for a date set in advance. 

If the company capital is to be paid in cash, the amount required needs to be deposited in an escrow account at a bank and confirmation provided that the cash deposit has been made.

If the capital of the GmbH is to be paid up in the form of contributions in kind (e.g. motor vehicle or a business with assets and liabilities) a written contribution-in-kind agreement must be drawn up between the transferor (contributor in kind) and the GmbH in formation. For the sake of transparency, various formal requirements prescribed by law must be met and additional commercial register documents prepared and submitted in order for the company to be registered. In this respect, it is recommendable to seek the advice of a lawyer or fiduciary.

Decide on independent, statutory auditors and request a declaration of acceptance of their appointment. If the company is subject to a limited statutory audit, it can dispense with the audit provided the company has no more than 10 full-time positions on an annual average and all shareholders give their consent.

Step 3: notarial certification of the incorporation  

Get in touch with the notary public as soon as possible and supply the information and documents required beforehand so that the notary public can prepare the deed of incorporation.

All founders, or their legal representatives, must be present at the incorporators‘ meeting before the notary public and are required to produce official identification (passport).  Legal representatives must also produce appropriate identification, as well as an officially certified power of proxy. The notary public notarises the deed of incorporation and certifies all signatures.

Notarisation can be done at the notary public in your area. 

Step 4: registration in the commercial register (HR)

You can now proceed to personally submit or send the notarised deed of incorporation - together with the signed commercial register application and the other required documents for registration in the commercial register - to the Commercial Registry Office (HRA). Provided the documents are complete and in keeping with the law, your company will be registered in the commercial register within seven work days (the costs are usually between CHF 800 and CHF 1'000). If desired, a confirmation of registration can be requested before the new company registration is announced in the Swiss Official Gazette of Commerce. The costs for this are CHF 80.

Step 5: registration with the social insurance office SVA Zurich

Following registration in the commercial register, proceed to arrange for your registration as an employer with the social insurance office SVA Zurich. This does not involve any costs. 

Steps 6: Value Added Tax (VAT) registration  

View information

In the application form for registration in the commercial register, the company to be registered must be clearly identifiable and information provided about the company’s name, registered offices (political municipality), legal domicile (street, house number, postal code and locality). For further specific information, reference can be made to the documents presented together with - and listed in - the application form (see Documents required for GmbH registration in the commercial register below). The application form must be signed by two members of the management board (with or without signatory rights) or by one member of the management board with individual authority to sign (Art. 17 para. 1 lit. c CRO). In addition, the signatures of all other individuals with signatory rights must be supplied (managers, directors, procura-holders etc.), or as the case may be, their signature sheets handed in separately (Art. 21 para. 1 CRO). All signatures must be certified (Art. 18 para. 2 and 21 para. 1 and 3 CRO). On request, the application form can be prepared by the Commercial Registry Office (HRA).  

The following documents are needed to register the incorporation of a GmbH in the commercial register. However, it should be noted here that specific statements made and contained in the public deed of incorporation require no additional documentation:

• public deed of incorporation template to complete  
• articles of association examples and templates 
• if the position of managing director/s is based on appointment, proof that the individuals in question have accepted their appointment template to complete
• as the case may be, proof that the independent statutory auditors have accepted their appointment template to complete 
• if the company does not conduct an ordinary or limited audit: SME declaration of the shareholders concerning the waiver of the audit  (Art. 62 para. 2 CRO) template to complete 
• as the case may be, to the extent set forth in the articles of association, resolution of the management board concerning the chairpersonship of the management board template to complete
• as the case may be, to the extent set forth in the articles of association, resolution of the management board concerning the appointment of further persons authorised to represent the company template to complete
• in the case of cash contributions, certification showing at which bank the contributions have been deposited, if the banking institution is not mentioned in the public deed of incorporation example
• as the case may be, a written declaration issued by the domicile-holder stating that the company has been granted a legal domicile at the place where it is registered example and template to complete
• declaration of the founders that there are no other contributions-in-kind, acquisitions of assets, offsetting issues or special privileges than what is stated in the presented documents (Stampa declaration) template to complete
• Lex-Friedrich declaration if the company pursuant to its articles of association intends to acquire real estate that is not a business facility as set forth in Art. 2 para. 2 lit. a BewG template to complete 
• if a legal entity that is not registered in the Swiss commercial register is to be registered as a shareholder: a recent certified (and apostilled) extract from the foreign commercial register or an equivalent document showing the existence of the legal entity

If there are contributions in kind, acquisition of assets, intended acquisitions of assets, offsetting issues or special privileges, then the following additional documents must be presented :

• contracts of contributions in kind and / or contracts of acquisition of assets with the required documents
• incorporation report signed by all founders
• unreserved confirmation of audit by a state-supervised auditing company, an accredited auditing expert or accredited auditor.

Information available from the website of the Commercial Registry Office (in German):

• information sheet for the incorporation of a GmbH
• examples and templates to complete

Questionnaire for legal person, GmbH