How to create a Sàrl?

As the foundation of a limited liability requires a relatively low minimum capital (CHF 20’000.-), such companies are increasingly preferred over corporations in Switzerland.

The members’ liability is limited to the amount of the registered capital, which must be fully paid in. This means that, in principle, the members of the Sàrl cannot be held responsible for the company’s debts and obligations.

The company may choose its name freely, but the addition “Sàrl” is mandatory.

Individuals or legal entities contributing to the capital of the company do not have shares, as in a corporation, but a capital contribution. An assignment of a capital contribution must be done in writing and requires the consent of the member’s general meeting (Art. 785-786 CO).

The name, address and place of origin of company members, together with the number and the nominal value of their capital contribution must be entered in the Commercial Register (art. 791 I CI).

Except for large companies, the accounts must be reviewed by an auditor in a limited audit (art. 727a I CO). However, companies having not more than ten full-time employees on annual average may be dispensed from having their accounts audited (art. 727a II CO).