What is Commercial company?
A commercial company in Switzerland refers to a business entity established with the primary aim of conducting commercial activities, such as trade, production, or services, to generate profit. Commercial companies are regulated under the Swiss Code of Obligations (CO) and are subject to specific legal, financial, and operational requirements.
Types of Commercial Companies in Switzerland
Swiss law recognizes several types of commercial companies, each suited to different business needs and goals. The most common forms include:
- Limited Liability Company (GmbH)
- Combines elements of partnerships and corporations.
- Requires a minimum share capital of CHF 20,000.
- Liability is limited to the company’s assets, protecting shareholders’ personal wealth.
- Joint-Stock Company (AG)
- The most popular structure for medium and large enterprises.
- Requires a minimum share capital of CHF 100,000, with at least CHF 50,000 paid up at registration.
- Shareholders’ liability is limited to their capital contribution.
- General Partnership
- A partnership between two or more individuals conducting business.
- Partners are personally liable for the company’s obligations.
- Suitable for small businesses or family enterprises.
- Limited Partnership
- Similar to a general partnership but includes at least one general partner with unlimited liability and one or more limited partners whose liability is restricted to their contribution.
Key Features of a Commercial Company
- Registration: All commercial companies must be registered in the Swiss Commercial Register, which ensures legal recognition and transparency.
- Governance: Companies are governed by their Articles of Association and must adhere to rules outlined in the Code of Obligations.
- Taxation: Commercial companies are subject to federal, cantonal, and communal taxes, including profit tax and capital tax.
Commercial companies play a vital role in Switzerland’s robust economy. By offering diverse legal structures, Swiss law ensures flexibility and legal security, enabling businesses to thrive in a stable and business-friendly environment.