gründen 2.0 start-up guide - Gruenden.ch

Provision of services on a self-employed basis. Setting up a sole proprietorship, GmbH (L.L.C.) or AG (corp./plc.)
Further information is available at
www.startbiz.ch, www.kmu.admin.ch, www.gruenden.ch, www.bfm.admin.ch
Introductory remarks
As a general rule, EU/EFTA citizens with a B permit (residence permit) and their spouses can become self-employed.
Non-Swiss nationals with a C permit (settled foreign nationals permit) or a B permit (residence permit) who are married to
1. a Swiss citizen
2. a C permit holder
3. a B permit holder
can generally become self-employed (however, no. 3 is subject to authorization).
Third-country citizens without a residence or settlement permit can only become self-employed if the planned endeavor is economically
meaningful and the required financial and operational conditions are met. The application forms and documents (incl. a business plan)
are examined by the labor market authorities.
Establishing a sole proprietorship
The family name must constitute a key component of the company name (Art. 945 para. 1 CO); as the case may be, registration
of the sole proprietorship in the Commercial Register at the place of business (dependent on type of business and turnover:
required for a business carried out in a commercial manner with an annual turn over of minimum CHF 100 000).*
Establishing an AG (corp./plc.)
In principle the following applies:
1 founder (Art. 625 CO); at least 1 member of the board of directors or officer domiciled in Switzerland (Art. 718 para. 4 CO);
registration in the Commercial Register at the place of the registered offices of the AG (Art. 640 CO).
In addition:
Lex Friedrich Declaration pursuant to Art. 2 para. 1 in conj. with Art. 4 para. 1 lit. e BewG (Federal Law on the Acquisition of Real Estate by
Persons Resident Abroad) for persons abroad, pursuant to Art. 5 BewG, who are participating in the AG.*
Establishing a GmbH (L.L.C.)
In principle the following applies:
1 founder (Art. 775 CO); at least 1 manager or officer domiciled in Switzerland (Art. 814 para. 3 CO); registration in the Commercial Register
at the place of the registered offices of the GmbH (Art. 778 CO).
In addition:
Lex Friedrich Declaration pursuant to Art. 2 para. 1 in conj. with Art. 4 para. 1 lit. e BewG (Federal Law on the Acquisition of Real Estate by
Persons Resident Abroad) for persons abroad, pursuant to Art. 5 BewG, who are participating in the GmbH.*
* For further requirements, please consult the overview of legal
structures in this publication or go to www.gruenden.ch.
CO = Swiss Code of Obligations
gründen 2.0 – start-up guide | Information for non-Swiss nationals | B2
© Sponsoring body of the publication gründen 2.0 and the sponsors of the website gruenden.ch | November 2011