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MB GROUP Publications

Swiss LLC ("GmbH") law simplified

On January 1st 2008, the revision of the Swiss limited liability company ("GmbH") 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 still remains at 20,000 Francs. The revision of the Swiss LLC law also includes simplified formal requirements regarding shares.

In conjunction with the revision of the Swiss limited liability company 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 ("AG") must, therefore, adhere to the same audit requirements.

Under the new law there are three scenarios (Business-Dialog):
a/ ordinary audit:
- listed companies
- companies with consolidated group accounts
- companies which meet two of the three following criteria in two consecutive years:
- balance sheet sum of more than CHF 10 millions
- sales of more than CHF 20 millions
- 50 full time employees
b/ limited audit:
- between a/ and c/
c/ no audit (opting-out):
- not more than 10 employees

With the revision of the GmbH law, various regulations in corporation law are also being harmonized (Business-Dialog). Of practical importance are the possibility of establishing a one-person corporation ("AG") and the composition of the Board of Directors.
The abolition of the requirements of nationality and domicile for Board members removes an existing disadvantage for corporations domiciled in Switzerland, as well as the discrimination of foreign citizens living in Switzerland.

Text – Greater Zurich Area

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