Limited Liability Company (Switzerland)

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The limited liability company ( GmbH ); ( French Société à Responsabilité limitée (Sàrl) ; Italian Società a garanzia limitata (Sagl) ); Romansh societad cun responsabladad limitada (Scrl) ; English Limited Liability Company (LLC) is a personal legal form in Swiss company law with its own legal personality , in which the liability of the shareholders is limited to the share capital. The number of Swiss GmbHs has increased sharply in recent years and amounted to 197,858 as of January 1, 2019.

Legal bases

Title 28 of the Code of Obligations (Articles 772–827 OR) in particular forms the legal basis for the limited liability company . In addition, other provisions of the Code of Obligations may also apply, namely those relating to the commercial register, business companies and commercial bookkeeping (fourth section, Art. 927 to 964 OR). Finally, the provisions of the Merger Act are also applicable in certain cases.

On January 1, 2008, a comprehensive revision of the GmbH law came into force with the aim of simplifying the regulation and aligning it with the stock corporation. The most important changes include the abolition of the minimum number of two shareholders and the upper limit of the share capital of two million Swiss francs , which now makes the GmbH interesting for larger companies. As a result of the revision of the law, the popularity of this legal form increased sharply and the establishment of GmbHs rose significantly.

purpose

Under Swiss law, the GmbH is primarily intended for smaller companies. In the definition, Art. 772 OR mentions the person-related element of the GmbH, which is specifically expressed in the fact that the shareholders exercise management, unless the statutes stipulate otherwise (Art. 809 OR). In addition, the GmbH law enables extensive personalization, which is not possible with a stock corporation . Specifically, for example, non-competition bans, obligations to make additional payments and rights of first refusal can be stipulated in the statutes (OR 776a).

Share capital and registration

The share capital of a GmbH must be at least 20,000 Swiss francs (CHF) (Art. 773 OR). Since January 1, 2008, the share capital has to be fully paid (fully paid in) (Art. 777c Paragraph 1 OR) and the nominal value of a share must be at least CHF 100 (Art. 774 OR), whereby payment in kind is possible (Art 777c para. 2 CO). The assignment of the shares as well as the obligation to assign require the written form in the absence of a special statutory regulation.

The GmbH is always entered in the commercial register, which is what gives it legal personality (Art. 779 OR). Before registering in the commercial register, the GmbH is therefore a collective society considered, which has an unlimited joint and several liability of the shareholders for the consequences arising prior to the registration obligations result.

Organization of society

The company has the following bodies:

  • Shareholders' meeting
  • Managing directors. Unless otherwise specified in the articles of association, all partners run the business. Partners who are not natural persons name a person. The business can only be conducted by natural persons (Art. 809 Paragraph 2 OR).
  • Auditor. The provisions of the stock corporation apply.
  • There is no legal obligation to take minutes as is the case with a stock corporation (cf. Art. 713 Paragraph 3 OR). Logging is recommended in the interests of proper business management - even in the case of a single limited liability company (BSK, Art. 809 N 23).

Web links

Individual evidence

  1. ↑ Art. 772 of the Swiss Code of Obligations in Italian
  2. ↑ Art. 772 of the Swiss Code of Obligations in Romansh
  3. ↑ Art. 772 of the Swiss Code of Obligations in English
  4. ^ A limited liability company (SARL) in Switzerland: responsibility, share capital, establishment
  5. ↑ Registered companies per legal form and canton. Federal Office for the Commercial Register.
  6. ↑ Eric Dieth, Corporate Law - compact; Basel, 2009, p. 151
  7. ↑ Art. 777c para. 2 OR - SME portal
  8. ↑ Honsell, Vogt, Watter: Basler Commentary, OR II . Ed .: Watter. 4th edition. 2012.