January 2008

Swiss LLC (GmbH) law simplified

On January 1st 2008, the revision of the Swiss LLC law will be implemented. The amendment contains various simplifications: The new law permits one person or legal entity to incorporate a company individually. Previously, the incorporation of a Swiss LLC has required at least two founders. Also, the maximum capital stock, currently at two million Swiss francs, will be abolished; the minimum capital stock remains at 20’000 Swiss francs. The revision of the Swiss LLC law also includes simplified formal requirements regarding shares; additionally, legal protection of small shareholders will be improved.

In conjunction with the revision of the Swiss LLC law the audit requirements were modified, so that the size of the company is more relevant than its legal concept. Therefore, companies with fewer than 10 full time employees on an average yearly basis do not need to have their accounts audited, if all shareholders agree. Medium sized companies will be required to conduct only an independent review of their annual financial statements, as opposed to a full audit as currently required. All other companies will be required to carry out a full audit. LLCs and corporations must, therefore, adhere to the same audit requirements.

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