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© Sponsoring body of the publication gründen and of the website gruenden.ch | November 2012 Introduction A

IN T RO D UC T ION on your way. We hopeyou enjoy reading the gründen andressources abusinessinSwitzerland, includinghelpfulcontacts you to starting support best ofsuccesswithbest your entrepreneurial goals. G F E This issueofgründen comes to setting upacompany. While there isnorecipe for creating entrepreneur, the perfect helpisavailable whenit need to beexplored beforehand. have anetwork you? offamily andfriends to Theseare support somequestions just that competitive? Whatare your needsandhow capital doyou feel Doyou aboutrisks? but isittruly feasible andmarketable? Whatare the skillsansresources required to be the plunge into entrepreneurship. Abrilliant business ideaprovides goodstart, avery There are many ways offactors abusinessandhost to to considerbefore start taking Dear the to Welcome D C B A Table

[email protected] Division ofBusinessandEconomic Development ofthe Canton of Zurich, requires the prior written permissionofthe sponsoring body. details: Contact www.gruenden.ch. Any reproduction, use,wholly orinpart, redistribution orfurther The copyright for this publicationisheldby the sponsoring body ofthe website gründe gründe inthe realization participated More other of anddistribution than fifty partners www.seco.admin.ch Sector SMEpolicies State Secretariat SECO for EconomicAffairs www.kti.admin.ch Innovation Promotion Agency CTI Federal Officefor Professional EducationandTechnology OPET www.location.zh.ch Business andEconomicDevelopment Office for Economy andLabourofthe Canton ofZurich www.aargau.services.ch -EconomicPromotionAargau Services ofthe Canton ofAargau information inGerman. Some ofthe websites to which reference ismadeinthis publicationcurrently only contain

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© Sponsoring body of the publication gründen and of the website gruenden.ch | November 2012 3 A

IN gründen T RO D UC T ION peace, a multilingual population, outstanding educationalandresearchpeace, amultilingualpopulation,outstanding aswell institutions land. Theseincludeafavourable climate, tax politicalstability, labourmarket, aliberal social There are several compelling reasons to set upacompany ormove the domicileto Switzer Attractive inSwitzerland andsetting upacompany Arriving ditgesellschaft (limitedditgesellschaft partnership). equivalent of:corp.[US],plc.[UK]), Kollektivgesellschaft andKomman (generalpartnership) structures: soleproprietorship, GmbH(roughly the equivalent of: L.L.C.), AG (roughly the andrequirements the lists mainproperties for the five popularlegalon most pages 15–20 ofownershipness model,distribution andliabilityissues).Theoverview oflegal structures The choice oflegal structure dependsuponanumberoffactors (incl.available busi capital, C www.bfm.admin.ch to max.90work days percalendaryear: Note that for EU-/EFTA- nationals,aregistration procedure appliesfor employment up lasting pany andacquire real estate. line ofthe options available to you to enter the country, take upemployment, set upacom gives ageneralout pages 31–32) for (see non-Swissnationals” The overview “Information Scope – – – – – – useful information covering andassistance topics including: The cantonal andregional organizations for the promotion ofeconomicdevelopment provide www. of economicdevelopment are the right officesto contact: If you already have ageographical preference, the cantonal organizations for the promotion Osec BusinessNetwork: More information aboutthe generalbusinessconditionsinSwitzerland isprovided by the infrastructureas anexcellent (road, andair). rail transport

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© Sponsoring body of the publication gründen and of the website gruenden.ch | November 2012 A INTRODUCTION

Preparing to set up a company – step by step

The process of checking and preparing to set up a company involves a wide range of different topics, including: checking the availability of a company name and the desired URL, intellectu- al property, clarification of social security questions, search for a location, specific incorpora- tion formalities, value added tax and other insurance issues.

The checklist for setting up a company on pages 23–30 gives a general outline of the most important steps involved when establishing a sole proprietorship, a GmbH or an AG. This ad- mittedly fairly extensive checklist provides an important overview of aspects that need to be taken into account before and after the actual act of founding a company (which, per se, can be accomplished relatively quickly). Unlike other countries, there are no business licenses in Switzerland. However, a number of occupational activities are subject to authori- zation (this can be the case at a national, cantonal or municipal level). An overview of the federal level is available at www.e-service.admin.ch/bewilligungen. Various cantonal au- thorities also provide overviews, such as the Canton of at www.bewilligungen.zh.ch. It is advisable to contact the inter-trade organizations for industry-sector-specific information: www.verbaende.ch.

Experience has shown that particular attention should be paid to the following topics: VAT registration, registration with the social insurances and obtaining the necessary permits. Failure to meet the stipulated requirements can lead to high payments of arrears, even years later.

According to a study conducted by the Zurich University of Applied Sciences a few years ago, it takes roughly 9 hours over a period of 26 days to set up an AG in Switzerland. By interna- tional comparison, this translates into ranking in the upper midrange.

General tax information

Generally speaking, taxation occurs on the following three levels: federal, cantonal and muni- cipal (communal). With regard to legal entities, the direct taxes are levied on profit and capi- tal. In the case of natural persons and business partnerships, they are imposed on income and assets.

Indirect taxes and charges in the form of duties on sales and consumption are reserved to the federal authorities.

Natural persons who have their place of residence in Switzerland or their residency in Switzer- land and work here are subject to . As a general rule, taxes are not deducted by the employer, but levied retroactively pursuant to the principle of self-declara- tion in an assessment procedure.

Natural persons with their place of residence or their residency in Switzerland without a settlement permit (C permit) who work as employees (this is gernerally the case for new ar- rivals with a B permit) are subject to tax at source (wage withholding tax). The tax at source is deducted directly by the employer and replaces the direct federal, cantonal and municipal tax- es. If the taxable amount reaches more than CHF 120’000 per year, a regular statutory assess- ment is made. Compared to the regular taxation, the tax at source is per se special insofar as the different tax rates of the municipalities (communes) do not come into play.

Executive staff or specialists (i.e. expatriates) who are posted temporar- ily in Switzerland by their foreign employer (e.g. to set up a branch office) generally benefit from the deductibility of (effectively in- curred) special work-related expenses.

Natural persons without their place of residence or residen- cy in Switzerland are subject to a limited tax liability (also tax at source) based on the economic affiliation, if they generate income in Switzerland. This refers, inter alia, to members of management of non-Swiss com panies with 2012 | November gruenden.ch website and of the n a branch in Switzerland. To avoid or mitigate double tax- ation in Switzerland and abroad, Switzerland has double gründe taxation agreements with more than 80 states.

gründen 4 publication body of the © Sponsoring 5 A

IN gründen T RO D UC T ION – – – Further information concerningtaxes isavailable from the following websites: pursuant topursuant cantonal law. andmaternity. civildefense, civilianservice service, allowances Children’s are to bepaid and the incomecompensation scheme (EO)to cover incomelossesresulting from military The three ofsocialsecurity are basicpillars supplemented by the unemployment insurance benefits Supplementary provisions tax-privileged. are partly ed to cover needs,primarily additionalpersonal through savings. bankandinsurance These The individual,optional private provisions ofemployed andself-employed are persons intend pillar 3rd (income percentage). employees inSwitzerland. Itisalsofinancedthrough employer andemployee contributions secure acontinuationofthe former standard oflivinguponretirement. for all Itiscompulsory toThe OccupationalPension Fund the pillaranddesignedto 1st help iscomplementary 2nd pillar centage). andfinancedthroughare employer compulsory andemployee contributions (incomeper- (AHV)andthe Insurance Invalidity (IV).Both Insurance these ment andSurvivors’ insurances Coverage ofbasicneedsthe insured issecured through the Federal Occupational Retire pillar 1st (See also: is moderate. highly.very Byinternational comparison, the overall burden andsocialsecurity charges oftax individual provisions. Itisbasedonathree-pillar system which rates individualresponsibility The Swisspensionandsocialsecurity system combinesandalignsthe state, occupationaland Switzerland’s – –

information inGerman. Some ofthe websites to which reference ismadeinthis publicationcurrently only contain

www.kmu.admin.ch ofSECOSME portal www.estv.admin.ch Swiss Federal Tax (FTA) Administration www.efd.admin.ch ofFinance (FDF) Federal Department www. Cantonal economicpromotion agencies www.fdk-cdf.ch Cantonal offices tax invest-in-switzerland.com www.bsv.admin.ch

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© Sponsoring body of the publication gründen and of the website gruenden.ch | November 2012 A INTRODUCTION

A good reception thanks to a growing network

Differnet from other countries, Switzerland does not prescribe any compulsory membership in trade or industrial organizations or chambers of commerce. Also, the Swiss tend to be rather reserved when meeting people for the first time. Do not let this discourage you. Take the initiative and join associations and organizations. Make the most of the multifaceted networking platforms, of which there are plenty both for leisure-time interests and business activities.

A selection of organizations is listed below:

– Chambers of Commerce, such as cantonal chambers of commerce Swiss-American Chamber of Commerce www.amcham.ch Association of Swiss Foreign Trade Chambers www.swisscham.ch – Industrial and other associations www.verbaende.ch – Trade associations www.sgv-usam.ch – International clubs

Additional information sources

In conclusion, here are some additional links and contact points that could be helpful or of interest:

– www.kmu.admin.ch Contact personsfor EU/EFTA entrepreneurs who want to set up a company in Switzerland. – www.ctistartup.ch National promotion program for high-tech business ideas and projects (life sciences, ICT, etc.): as a rule, the CTI R+D project is executed in collaboration with a university or a university of applied sciences. – www.ige.ch Swiss Federal Institute of Intellectual Property. – www.kmu.admin.ch Setting up a company online (platform of the Swiss Federation). – www.seca.ch Association for corporate financing SECA. – www.suisseid.ch Electronic proof of identity for the electronic processing of correspondence with the authorities. – www.snf.ch Swiss National Science Foundation: basic research and promotion of technology partnerships. – www.young-enterprise.ch Young Enterprise Switzerland Program: young people are given the opportunity to acquire their first entrepreneurial experience while running a mini-enterprise for one year. – www.venturelab.ch Start-up training of the innovation promotion agency CTI for entrepreneurially-minded individuals from universities and universities of applied sciences with a focus on the growth industries ICT, life science, bio- or nanotechnology. – www.zefix.ch Central company index (includes all companies registered in the Commercial Registry).

The German edition of gründen was launched in November 2012 and contains editorial contributions covering topics such as financing, trends, technology transfer and articles about young entrepreneurs who have already ventured into self-employment. A PDF ver- sion is available at www.gruenden.ch. and of the website gruenden.ch | November 2012 | November gruenden.ch website and of the n gründe

5 gründen 6 publication body of the © Sponsoring B BUSINESS INCUBATORS AND TECHNOLOGY PARKS Business Incubators and Technology Parks Baden The HUB, Coworking Space, Zurich Porrentruy Winterthur National organizations 18 St. Gallen http://zurich.the-hub.net Wil TECHNOPARK®-Allianz Delemont 19 Citizen Space, Coworking Space, Olten Zürich www.technopark-allianz.ch Zurich SwissParks – Association of Tech- www.citizen-space.ch nology and Business Incubators 20 RocketPark, business park for Rapperswil www.swissparks.ch internet start-ups, Zurich 3 Biel Grenchen Sursee www.rocketpark.ch Interessengemeinschaft La Chaux-de-Fonds Coworking Schweiz 21 BIO-TECHNOPARK® Schlieren-Zurich 64 63 http://coworking-schweiz.ch www.bio-technopark.ch Luzern Sargans Neuchâtel Burgdorf 22 TECHNOPARK® Winterthur, Winterthur 67 Berne/Midlands www.technopark-winterthur.ch 23 CentralWay, Incubator, Winterthur 65 1 Start-up/Innovation Consulting, Berne http://centralway.com 60 www.innoBE.ch Yverdon 24 glaTec – Technology Center 59 Thun Altdorf 2 58 DufourWest, Coworking Space, Biel at empa, Dübendorf 68 Brienz Davos www.dufourwest.ch www.glatec.ch Interlaken Disentis 3 Technology Park, St-Imier (BE) 25 grow start-up organization, 66 Bulle www.st-imier.ch Wädenswil 55 Grindelwald 54 www.grow-waedenswil.ch 56 53 52 26 Stftung Futur, Business Incubator, Vevey 57 Airolo St. Moritz Rapperswil-Jona (SG) Montreux 4 Basel Incubator, Start-up Center of www.futur.ch Basel University and FHNW, Basel 27 TZL TechnologieZentrum Linth, http://basel-inkubator.ch Ziegelbrücke (GL) www.tzl.ch Brig 5 CoworkingBasel, Basel Sierre 62 61 46 http://coworkingbasel.ch 28 RhyTech – Materials World, Genève Sion 6 Technology Park Basel Neuhausen am Rheinfall www.technologiepark-basel.ch www.rhytech.ch Martigny Locarno 29 START! Business Incubator, 7 Tenum AG, offices and services, 48 Liestal Frauenfeld www.tenum.ch www.start-tg.ch 8 business parc, reinach (BL) 30 HTC High-Tech-Center AG, www.businessparc.ch Tägerwilen (TG) Lugano www.high-tech-center.ch 9 business parc laufental, Zwingen (BL) www.businessparc.ch 31 Spider Town, Tägerwilen (TG) www.spidertown.ch Chiasso 10 TZW TechnologieZentrum, Witterswil (SO) 32 Bodensee Technologie & Central Switzerland www.tzw-witterswil.ch Trade Center AG, Kreuzlingen www.bttc.ch 11 Plug & Start, start-up-factory, Olten 40 BusinessPark Zug, www.plug-and-start.ch 33 Tebo Technology Center the start-up center in Zug at empa, St. Gallen www.businessparkzug.ch 12 Creapole SA, connecting ideas, www.tebo.ch Delémont 41 CoworkingZUG, Zug www.creapole.ch 34 STARTFELD, St. Gallen www.coworkingzug.ch www.startfeld.ch 13 TECHNOPARK® Aargau, 42 TECHNOPARK® , www.technopark-aargau.ch 35 Ostsinn, coworking space/project Root Längenbold support/education and knowledge, www.technopark-luzern.ch 14 swiss upSTART, St. Gallen 43 Coworking Box, Lucerne www.fhnw.ch/upstart www.ostsinn.ch www.coworkingbox.ch 36 VentureWorks, Incubator, St. Gallen 44 microPark , Alpnach Zurich/Eastern Switzerland www.ventureworks.ch www.microparkpilatus.ch 37 ri.nova impulse center, Rebstein (SG) 15 BlueLion, Zurich 45 Technologiezentrum Schwyz, www.rinova.ch Incubator for ICT and Steinen cleantech companies 38 E-Tower, Start-up Center of HTW, www.tzsz.ch www.bluelion.ch Chur 16 Startzentrum Zürich, Zurich www.e-towerchur.ch www.startzentrum.ch 39 Innozet, Innovation and Start-up 17 TECHNOPARK® Zürich, Zurich Grüsch (GR) www.technopark.ch www.innozet.ch

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© Sponsoring body of the publication gründen and of the website gruenden.ch | November 2012 C CONTACT POINTS AND ADRESSES FOR COMPANY FOUNDERS

Contact Points and Addresses for Company Founders

Education and further training St. Gallen University, Swiss Research Jung-Unternehmer-Zentrum (young Institute of Small Business and entrepreneurs center) Flawil, Gossau, Akad business (combination of Entrepreneurship Wattwil, Wil classroom and face-to-face learning) www.kmu.unisg.ch www.jungunternehmerzentrum.ch www.akad.ch/business upStart of the University of Applied CCF (financial expertise center) Basecamp Berne Sciences and Arts Northwestern of the Canton of www.basecamp.ch Switzerland www.ccf-valais.ch www.fhnw.ch/upstart Business Tools Zurich KMU next – Foundation for SME succession www.btools.ch venturelab www.kmunext.ch Start-up training of the Commission BWL – Betriebswirtschaftliches Institut & KMU Zentrum at HTW Chur for Technology and Innovation CTI Seminar Basel AG (distance learning) www.kmuzentrum.ch for students and high-tech start-ups. www.bwl-institut.ch www.venturelab.ch KMU-Zentrum Liechtenstein CTI Entrepreneurship at the University of Liechtenstein Wyrsch Entrepreneur School AG for SMEs In 2013, the Commission for Technology www.kmu-zentrum.li www.unternehmerschule.ch and Innovation CTI will start a new training Platinn Young Enterprise Switzerland Yes! program for the founders of science-based Organization for the promotion of start-ups www.y-e.ch start-ups (five-day course and semester and SMEs in the cantons FR, GE, JU, NE, courses). The modules: «Business Creation» VS, VD and «Business Development». www.platinn.ch www.cti-entrepreneurship.ch Consulting (starting in spring 2013) Swiss Franchise Association www.franchiseverband.ch EB Zurich Adlatus www.eb-zuerich.ch www.adlatus.ch senExpert For support and advice, affordable business Aargau Services ESW start-up consulting partners Start-up consulting in Canton Aargau www.esw.ch www.senexpert.ch www.aargauservices.ch Universities of Applied Sciences STARTFELD BaseCamp4HighTech, Berne www.fachhochschulen.net Consulting and coaching of young entrepre- www.bc4ht.ch Henri B. Meier School of Entrepreneurs neurs in the cantons AI, AR, St. Gallen www.unternehmerschule.es.unisg.ch CimArk, Sion www.startfeld.ch www.cimark.ch School of Business Administration, Startzentrum – everything for young Fribourg EVA – The Basel life sciences entrepreneurs www.heg-fr.ch start-up agency www.startzentrum.ch www.eva-basel.ch IFJ Institute for Young Entrepreneurs Stiftung KMU Schweiz (SME Foundation Free start-up courses FFC-STEP Switzerland) www.ifj.ch Finding First Customer Innovation www.stiftung-kmu.ch Promotion at EPFL Startup Academy, Basel Life Science Zurich – Learning Center http://vpiv.epfl.ch (LSLC) http://startup-academy.ch Innovation Promotion Agency CTI www.lifescience-learningcenter.ch STARTUPS www.kti-cti.ch www.startups.ch SIFE www.ctistartup.ch Swiss Institute for Entrepreneurship Technologie Forum Zug Genilem University of Applied Sciences for Tech- www.technologieforumzug.ch nology and Business Administration, Chur Non-profit association for www.sife.ch free start-up coaching TECHNOPARK® Allianz www.genilem.ch www.technopark-allianz.ch SIU – Swiss Institute for Entrepreneur Training GründerZentrum Solothurn TREUHAND|SUISSE – Swiss Fiduciary www.siu.ch www.gzs.ch Association www.treuhandsuisse.ch start-net Import/Export consulting of the Swiss Courses to set up a company successfully School for International Business www.start-net.ch www.ssib.ch/beratung Cluster initiatives StartUp Weekend Switzerland i-net innovation networks switzerland, Basel (Basel, Berne, Lucerne, St. Gallen, Zurich) Automobile/Aerospace/Cleantech/ www.inet-innovation.ch www.startupweekend.ch Energy/Logistics innoBE 2012 | November gruenden.ch website and of the STARTUPS National n Start-up and innovation consulting in www.startups.ch www.autocluster.ch the Canton of Berne www.energie-cluster.ch gründe Swiss School for International Business www.innobe.ch Chambers of Commerce and Industry www.logistikplattform.ch of Switzerland Innovations Transfer Central Switzerland www.swiss-aerospace-cluster.ch www.ssib.ch ITZ www.swisscleantech.ch www.itz.ch TECHNOPARK® Academy, Zurich Aargau www.tp-academy.ch IFJ Institute for Young Entrepreneurs www.cleantech-aargau.ch Free start-up consulting www.energie-gipfel.ch www.ifj.ch

9 gründen publication body of the © Sponsoring C CONTACT POINTS AND ADRESSES FOR COMPANY FOUNDERS

Basel Berne Export www.inet-basel.ch (cleantech) www.tcbe.ch (ICT platform) Zug Zug Osec Business Network Switzerland www.cleantech-zug.ch www.technologieforumzug.ch (software) www.osec.ch www.technologieforumzug.ch Zurich Pool of Experts (cleantech, logistics) www.ezurich.ch www.poolofexperts.ch Zurich area (ICT platform, City of Zurich) Swiss Export www.newtechclub.ch Zurich www.swissexport.ch (energy and building technology) www.zurichitvalley.ch swissnex Western Switzerland (IT platform, Glatttal region) Connecting the world and Switzerland www.cleantech-alps.com Western Switzerland in science, education, art and innovation www.alpict.com www.swissnex.ch Bio- and Medtech/Nutrition/ Life Sciences Chambers of Commerce and Creative/Cultural industries Industry of Switzerland National National www.cci.ch www.medical-cluster.ch www.designnet.ch www.medtech-switzerland.com www.kreativwirtschaft.ch www.swissbiotech.org www.kulturwirtschaft.ch Financing Switzerland – – France Zurich www.biovalley.com CTI Invest www.creativezurich.ch Financing platform for high-tech enterprises Basel Basel www.cti-invest.ch www.inet-basel.ch (life sciences) www.ikbasel.ch Valais Club of Business Angels Hombrechtikon Zurich (creative industries initiative) www.bizangels.ch www.toolpoint.ch (life-science-tool sector) Microtech and Nanotech/Precision/ BioValley Business Angels Club Packaging www.biobac.ch Küssnacht am Rigi (SZ) www.medtechcluster.ch National & International Brains to Ventures www.csem.ch (Centre Suisse d’Electronique International network of private investors Schlieren-Zurich et Microtechnique) www.b-to-v.com www.bio-technopark.ch www.ipi.eu (International Packaging BAS – Business Angels Switzerland Institute, Schaffhausen) www.businessangels.ch www.ernaehrungswirtschaft.ch www.netzwerk-kunststofftechnologie.ch (food sector) (plastics technology network) ETH Pioneer Fellowship www.nanoscience.ch (nano sciences) Supporting ETH Zurich graduates to Zug develop marketable ideas www.technologieforumzug.ch Cantons BE, JU, NE and SO www.eth-foundation.ch (life sciences/medtech) www.praezisionscluster.ch Financial Services Provider of Zurich Lake Constance region the Canton of Valais www.lifescience-zurich.ch www.ncb.ch (nano cluster) www.ccf-valais.ch Western Switzerland Basel FITEC www.bioalps.org www.inet-basel.ch (nanotech) Fondation d’impulsion technologique et Financial sector/Consulting Schaffhausen économique de Canton du Jura www.its.sh.ch www.fitec.ch National www.vqf.ch (financial services) Central Switzerland FONGIT Seed Invest www.mccs.ch (microtechnology) Seed money fund of the high-tech Berne business incubator FONGIT www.consultingcluster.ch Zug www.fongit.ch/project.html www.technologieforumzug.ch Pfäffikon (SZ) (measurement & control technology, Forschungsfond Aargau www.financevalley.ch microtechnology, electronics) Promotion of innovation in Zug the Aargau economy Western Switzerland www.ifz.ch (financial services institute) www.forschungsfonds-aargau.ch www.micronarc.ch Zurich (micro- and nanotechnology) Go Beyond www.finanzplatz-zuerich.ch International network Sports for Business Angels Information & Communications www.go-beyond.biz National Technology www.sportcluster.ch Go! Ziel selbständig National Consulting and micro-credits for

www.ict-agenda.ch Industrial sectors and organizations young entrepreneurs 2012 | November gruenden.ch website and of the

www.swissict.ch (industry association) n National www.mikrokredite.ch Zurich/Lake Constance region www.verbaende.ch (associations) Hasler Stiftung www.winlink.ch (Association for ICT) Promotion of innovative ICT start-ups gründe International cluster platforms Basel with large market potential www.inet-basel.ch (ICT network) EU area www.haslerstiftung.ch http://cluster-excellence.eu Luzern Innovationsfonds der Alternativen Bank www.gridlucerne.ch (ICT platform) Worldwide Schweiz ABS www.tci-network.org/cluster/initiatives www.abs.ch

9 gründen 10 publication body of the © Sponsoring C CONTACT POINTS AND ADRESSES FOR COMPANY FOUNDERS

Innovation Fund of the Guarantee cooperatives FrauenVernetzungsWerkstatt Financing of research projects in science (Women’s networking workshop) and technology that have substantial impact Bürgschaftsfonds des Kantons Schwyz www.frauenvernetzungswerkstatt.ch in the Canton www.szkb.ch/buergschaftsfonds Infostelle Frau + Arbeit www.promfr.ch Bürgschaftsgenossenschaft beider Basel (Information point women and work) Innovationsstiftung der Schwyzer www.btg.ch www.frauundarbeit.ch Kantonalbank (innovation fund of the Bürgschaftsgenossenschaft Mitte KMU Frauen Schweiz – Women’s Cantonal Bank Schwyz) for SMEs in the cantons AG (only ), Network of the Swiss Industry and Trade Growth financing and succession planning BL, BS, BE, JU, SO, LU, OW, NW Association www.szkb.ch/innovationsstiftung www.bgm-ccc.ch www.kmufrauenschweiz.ch KTI Förderagentur Innovation Bürgschaftsgenossenschaft Westschweiz Mentoringpool für Frauen Financing of longer-term «Discovery for the cantons FR, GE, NE, VS, VD (Mentoring pool for women) Projects» with high market potential www.crcpme.ch www.mentoringpool.ch www.kti.admin.ch Bürgschaft Westschweiz NEFU – network of one-woman Cantonal Banks of the cantons FR, GE, NE, VS, VD entrepreneurs Start-up financing www.cautionnementromand.ch www.nefu.ch www.kantonalbank.ch Fondetec Online magazine for professional women Mikrokredit Solidarität Schweiz MSS Financing of companies www.ostschweizerinnen.ch Start-up financing of SMEs in the City of www.mikrokredit-solidaritaet.ch Soroptimist – part of the global www.fondetec.ch organization for business and MSM Investorenvereinigung Ostschweizer Bürgschaftsgenossenschaft professional women (Business Angels Club) for the cantons AG, AI, AR, GL, GR, LU, NW, www.soroptimist.ch www.msmgroup.ch/iv.html OW, SG, SH, SZ, TG, TI, UR, ZG, ZH SVA – Swiss Association of Women Venture Capital Fribourg Ltd. www.obtg.ch University Graduates For companies in the start-up or OVAC – Office valaisan de cautionnement www.unifemmes.ch expansion phase with a (planned) www.ovac.ch location in the Canton of Fribourg SVIN – Swiss Association of www.promfr.ch SAFFA – Guarantee Cooperative Women Engineers for Women Entrepreneurs www.svin.ch SECA Swiss Private Equity & Corporate www.saffa.ch Finance Association Swonet – Swiss Women Network Members: venture capital investors, www.swonet.ch investment companies, business angels VCHU www.seca.ch Women’s networks (Association of swiss women entrepreneurs) www.vchu.ch Seed Capital Fribourg Alliance F – Bund Schweizerischer Seed capital funding of science or Frauenorganisationen Verband Frauenunternehmen technology projects with high value-added (Union of Swiss women’s organizations) (Association for women’s enterprises) www.promfr.ch www.alliancef.ch www.frauenunternehmen.ch STARTFELD arena femina – connections for Verband Wirtschaftsfrauen Schweiz Early financing of innovative start-ups in the women’s business (Swiss Business Women Association) cantons AI, AR, SG through interest-free loans www.arenafemina.ch www.wirtschaftsfrauen.ch www.startfeld.ch Business and Professional wif – economic forum for women Startfinance Women Switzerland www.wif-wirtschaftsforum.ch Financing platform for growth-oriented www.bpw.ch young companies WIN – Women Innovation Network www.startfinance.ch CFE – Club de Femmes Entrepreneurs www.win-web.ch www.femmes-entrepreneurs.ch StartAngels Network Women’s Forum – network Platform for business angel investors donna informatica – for the dedicated businesswoman www.startangels.ch network for women in IT www.womensforum.ch www.donnainformatica.s-i.ch SVC Ltd. for Risk Capital for SMEs Zonta Switzerland and Liechtenstein – of the Swiss Venture Club (SVC) European Women’s Management part of the global network of business Promotion of innovative projects of SMEs, Development International Network and professional women start-ups and existing companies www.ewmd.org www.zonta.ch www.svc-risikokapital.ch femdat – Swiss database of women Venture Kick scientists and experts from various 2 million CHF start-up capital per year professions Internet platforms for innovative start-up projects at www.femdat.ch www.100-days.net Swiss universities FFU – FachFrauenUmwelt www.c-crowd.com www.venturekick.ch (Professional women in the environmental 2012 | November gruenden.ch website and of the www.wemakeit.ch n Volkswirtschaftsstiftung sector) Crowdfunding platforms Starting aid for innovative young www.ffu-pee.ch www.capitalproximite.ch gründe entrepreneurs f-i-t – network for and by Platform for connecting capital-seeking www.volkswirtschaft-stiftung.ch women in tourism companies in Western Switzerland with Venture Valuation www.f-i-t.ch potential investors Consulting and free information on FOKA – Swiss forum of women in www.ch.ch/unternehmen the subject of valuation commercial professions Portal to online information of the federal www.venturevaluation.com www.foka.ch government, cantons, local authorities see also Internet platforms

11 gründen publication body of the © Sponsoring C CONTACT POINTS AND ADRESSES FOR COMPANY FOUNDERS

www.StartBiz.ch F & E networks Science and technology Seco online counter for setting up www.sustainableengineering.ch transfer centers a company www.kmuzentrumholz.ch National organizations www.ifj.ch www.biotechnet.ch www.netnotar.ch CSEM www.ecademy.ch www.startups.ch Neuenburg, Alpnach, Basel, Landquart, National F & E consortium of Swiss Setting up a company online Zurich university institutions, companies and www.csem.ch www.kti-cti.ch public institutions Innovation promotion agency CTI Energy Cluster www.brenet.ch www.energie-cluster.ch www.gruenden.ch Building and Renewable Energies Network Platform for setting up a company, of Technology Swiss Technology Transfer Canton of Zurich Association swiTT www.foodresearch.ch www.switt.ch www.genilem.ch Network of publicly funded Swiss Platform for start-up coaching academic institutions to enhance Swiss Design Transfer the competitiveness of the Swiss food www.swissdesigntransfer.ch www.start-net.ch Platform for setting up a company, industry and its suppliers TECHNOPARK® Allianz Canton of Aargau www.swisslaser.net www.technopark-allianz.ch www.gruendermesse.ch www.manufuture.ch Environment and Energy Platform of Eastern Switzerland’s fair for www.eco-net.ch Swiss Institute of Service Sciences SISS company founders http://crag.hesge.ch/service-science Swiss Association of Incubators and www.inno-swiss.com Technology Parks IDEE-SUISSE Social media platform of the Swiss www.swissparks.ch Swiss association for ideas and start-up scene innovation management Consortia www.startup.ch www.idee-suisse.ch Directory of innovative Swiss young Midlands W6 Ingenieure für die Schweiz von morgen entrepreneurs, incl. TOP100 start-ups BE, FR, ZH, Greater Zurich Area (Engineers shaping Switzerland’s future) Domenico Alexakis www.estarter.ch www.ingch.ch Tel: +41 (0)44 786 14 28 Portal for Swiss SMEs and company founders IFJ Startimpuls www.whoch6.ch www.startupticker.ch Monthly networking events across Competence Center for The Swiss news portal with daily information Switzerland Medical Technology about the start-up scene (in English, www.ifj.ch www.ccmedtech.ch German, French, Italian) Junior Chamber Switzerland Northwest Switzerland WKNW www.startupmonitor.ch www.juniorchamber.ch BS, BL, AG, SO Swiss start-up-monitor – the community Manufuture-CH Thomas Ruppli platform for young Swiss companies Swiss subsidiary of the European network Tel +41 (0)61 267 33 88 www.swissstartups.com and platform for production-related topics www.wknw.ch www.startwerk.ch (MEM industry) Innovation Transfer Central Switzerland Blog platforms for Swiss start-ups www.manufuture.ch (ITZ) www.swissnanocube.ch Pioneers’ Club PCU – bringing emerging LU, UR, SZ, OW, NW, ZG Nano-information platform for vocational entrepreneurs together Willy Küchler education, secondary schools and profes- www.pcunetwork.ch Tel +41 (0)41 349 50 62 sional education and training (PET) colleges www.itz.ch Swiss Foundations www.kmunext.ch Network of Swiss grant-making foundations CHost Foundation KMU Next for SME succession www.swissfoundations.ch Knowledge and technology transfer Eastern Switzerland www.companymarket.ch Swiss Technology Network Thomas Friedli SME market platform www.swisst.net Tel +41 (0)71 224 72 60 www.forschungsportal.ch Schweizerischer Gewerbeverband www.wtt-chost.ch www.rdb.ethz.ch (Swiss Industry and Trade Association) Alliance (Western Switzerland) www.research-projects.uzh.ch www.sgv-usam.ch GE, VD, VS, NE, FR, JU, Bernese Jura Research portals of universities Swiss Biotech Association Gabriel Clerc www.swissbiotechassociation.ch Tel +41 (0)21 693 35 82 Venture Networking www.alliance-tt.ch Organizations / Networks www.venturelab.ch Network Wood F & E consortium as a network Efficiency clubs Winclub Club for young entrepreneurs for Swiss universities in the field of Basel: www.efficiency-club.ch forestry-wood-construction 2012 | November gruenden.ch website and of the

from the Winterthur region n Biel: www.efficiency-biel.ch www.winclub.ch www.netzwerkholz.ch Berne: www.efficiency-bern.ch

University transfer centers gründe Lucerne: www.efficiency-luzern.ch ETH transfer Zurich Zug: www.efficiency-club-zug.ch www.ethz.ch Zurich: www.efficiency.ch Universities of applied sciences Family Business Network FBN www.fachhochschulen.net www.fbn.ch Ticinotransfer www.agire.ch

11 gründen 12 publication body of the © Sponsoring C CONTACT POINTS AND ADRESSES FOR COMPANY FOUNDERS

Unitec Schaffhausen Technology transfer office of Promotion of economic development Promotion of economic development the University of Geneva Tel +41 (0)71 788 94 44 Tel +41 (0)52 674 03 03 www.unige.ch/unitec www.ai.ch/standort www.economy.sh unitectra Basel Stadt/Basel-Land Schwyz Technology transfer office of the Promotion of economic development in the Promotion of economic development universities of Basel, Berne and Zurich Basel area Tel +41 (0)41 819 16 34 www.unitectra.ch Tel +41 (0)61 295 50 00 www.schwyz-wirtschaft.ch www.baselarea.ch Knowledge transfer office of the Höfe – Promotion of economic University of Applied Sciences St. Gallen Berne development www.fhsg.ch Promotion of economic development (WFB) Tel +41 (0)55 410 25 50 Tel +41 (0)31 633 41 20 www.standort-hoefe.ch Regional organizations www.berneinvest.com Solothurn Empa Technologietransfer Fribourg Promotion of economic development www.empa.ch, www.glatec.ch Promotion of economic development (WIF) Tel +41 (0)32 627 95 23 grow – organization for company Tel +41 (0)26 304 14 00 www.standortsolothurn.ch founders Wädenswil www.promfr.ch Thurgau www.grow-waedenswil.ch Geneva Promotion of economic development ITS Industry and Technology Center Promotion of economic development Tel +41 (0)52 724 26 06 Schaffhausen Tel +41 (0)22 388 34 34 www.wifoe.tg.ch www.its.sh.ch www.whygeneva.ch Ticino SME Center, Vaduz Glarus Promotion of economic development www.kmu-zentrum.li Business contact point Tel +41 (0)91 814 35 41 Tel +41 (0)55 646 66 14 www.ti.ch/copernico Micro Center Central Switzerland AG www.glarusnet.ch www.mccs.ch Uri Promotion of economic development Institute, Office for economy and tourism Tel +41 (0)41 875 24 01 www.psi.ch/industry Tel +41 (0)81 257 23 42 www.ur.ch/wfu Innovations platform for www.awt.gr.ch SMEs in Western Switzerland Jura Business and economic development www.platinn.ch Promotion of economic development Tel +41 (0)21 316 60 21 RFIDnet Bern GmbH Tel +41 (0)32 420 52 20 www.vd.ch/selt www.rfidnet.ch www.jura.ch/eco Valais The Ark Foundation, Sion Lucerne Promotion of economic development www.theark.ch Promotion of economic development Tel +41 (0)27 606 73 51 Tel +41 (0)41 367 44 00 www.business-valais.ch FITT technology transfer, Windisch www.luzern-business.ch www.fhnw.ch Zug Neuchâtel Business contact point TEK – knowledge gives you a head start, Promotion of economic development Tel +41 (0)41 728 55 04 Zurich Tel +41 (0)32 889 68 20 www.zug.ch/economy www.tek-kmu.ch www.neuchateleconomie.ch Zurich Business and economic development, Promotion of economic Promotion of economic development Canton of Zurich development Tel +41 (0)41 618 76 54 Tel +41 (0)43 259 49 92 www.wirtschaftsfoerderung.nw.ch www.awa.zh.ch Aargau Aargau Services Economic promotion Network of business and economic

Tel +41 (0)62 835 24 40 Promotion of economic development development offices, Canton of Zurich www.standort.zh.ch/nwsf www.aargauservices.ch Tel +41 (0)41 660 90 66 www.iow.ch Greater Zurich Area Economic Development Office St. Gallen www.greaterzuricharea.ch Tel +41 (0)71 353 61 11 Promotion of economic development www.wifoear.ch Tel +41 (0)71 229 35 60 www.standort.sg.ch and of the website gruenden.ch | November 2012 | November gruenden.ch website and of the n gründe

13 gründen publication body of the © Sponsoring Welcome to

The representative body for Switzerland’s private equity, venture capital and corporate finance industries

- - SECA has the objective to promote private equity - and corporate finance activities in Switzerland. - Members of the SECA include equity investment companies, banks, corporate finance advisors, - auditing companies, management consultants, lawyers and private investors. - More information on or - [email protected] / T: +41 41 757 67 77 -

Initiative Consortium Join us! Institut für Technologiemanagement The Swiss Start-up Monitor is now ready for the first usage! Become a part of it, support our initiative to raise the visibility of Switzerland’s start-ups and enjoy the special benefits of registered start-ups, e.g.:

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Register on www.startupmonitor.ch Eidgenössisches Volkswirtschaftsdepartement EVD Bundesamt für Berufsbildung und Technologie BBT Förderagentur für Innovation KTI

About us More information about us on The Swiss Start-up Monitor is a non-profit scientifically www.startupmonitor.ch based initiative pursuing the quantification of the Swiss facebook.com/startupmonitor.ch start-up scene as the main objective. Start-ups registering twitter.com/startupmonitor and using the platform will support us in showing that Supporting Partners start-ups can have a significant impact on the Swiss eco- nomy, in raising the international awareness of the Swiss start-up scene, and in simplifying data sharing between start-ups and stakeholders through an online platform. D OVERVIEW OF LEGAL STRUCTURES

Overview of Legal Structures

Sole Proprietorship* Kollektivgesellschaft* Kommanditgesellschaft* Gesellschaft mit beschränkter Aktiengesellschaft (AG) (general partnership) (limited partnership) Haftung (GmbH) (roughly equivalent to: (roughly equivalent to: corporation or plc) limited liability company)

Legislative basis Not regulated separately in the Swiss CO CO 552 – 593 CO 594 – 619 CO 772 – 827 CO 620 – 763

Main use Small firms, activities carried out by Small, permanent businesses centering on Special cases, e. g. small businesses that Small, individual-centered businesses Suitable for virtually all types of commercial individuals (e. g. artists) specific individuals carry out activities which are strongly companies individual-centered, with involvement of external investors

Legal status Sole property of the firm’s owner Partnership Partnership Legal entity, incorporated body Legal entity, incorporated body

Composition of the company name Family name of proprietor with or without Family name of at least one partner with a Family name of at least 1 partner with un- Free choice (personal names, activity, fan- Free choice of company name (personal first name suffix indicating the corporate relationship of limited liability (general partner) with a tasy designations) provided the name names, activity, fantasy designations) General restriction: CO 944, 945 the partners, or the family names of all suffix indicating the corporate relationship. is still available. See checklist for setting provided the name is still available. See legislation prohibits misrepresentation and partners. May not include any other name May not include any other name than up a company starting on page 23. checklist for setting up a company protects public interest Permissible additions: than that/those of the partner/s. that of the partner with unlimited liability. starting on page 23. CO 944 business activity, fantasy designations. The legal form must be indicated in the CO 947 I, II, IV CO 947 III, IV. company’s name. The legal form must be indicated in the Permissible additions: Limited partner may not be named; CO 944, 950 company’s name. business activity, fantasy designations. otherwise the liability of the limited partner OR 944, 950 CO 944 becomes unlimited. CO 607 Permissible additions: business activity, fantasy designations. CO 944

Formation through Self-employment, economic activity as a Signing of articles of partnership CO 552, Signing of articles of partnership, informal, Public act of signing when the company is Public act of signing when the company is means of permanent gainful employment. informal, i. e. a general partnership can i. e. a limited partnership can be established founded, adoption of articles of incorpo- founded, adoption of articles of incorpo- business carried out in a be created without any written agreement. without any written agreement. ration/association, appointment of a board ration/association, appointment of a board commercial manner CO 594 of management and representatives and of directors (BD) and (provided such are See comment 1, page 20 If no commercial activity is pursued the part- (provided such are not dispensed with pur- not dispensed with pursuant to CO 727a II) nership becomes a legal entity only when it If no commercial activity is pursued the suant to CO 727 a II) the auditors. the auditors. is registered in the CR. partnership becomes a legal entity only when CO 553 it is registered in CR. Registration in CR. Registration in CR. CO 595 CO 777–779 CO 629–635 a, 640, 643

Registration in CR Compulsory for businesses pursuing Compulsory for businesses pursuing Compulsory for businesses pursuing Becomes a legal entity only once it is regis- Becomes a legal entity only once it is regis- (commercial register) commercial aims that achieve an annual commercial aims commercial aims tered in the CR. tered in the CR. turnover of minimum CHF 100 000 CO 552 II CO 594 III CO 779 CO 643 OCR 36

Number of partners or members 1 natural person is the sole proprietor 2 or more natural persons become partners At least one natural person with unlimited At least one shareholder At least one shareholder. CO 552 liability (general partner) and at least Shareholders may be natural persons, legal Shareholders may be natural persons, legal one natural person, legal entity or corpo- entities or corporations entities or corporations. ration that is a limited liability partner CO 775 CO 625 (limited partner) CO 594

Capital required No stipulations No stipulations No stipulations. Obligatory nominal capital, the level is de- Obligatory capital, the level of which is fined in the articles of association, divided defined in the articles of association, Amount and partners’ share as per contract Amount and partners’ share as per contract into capital shares each with a nominal divided into shares each with a nominal CO 557 and/or 531 CO 598 and/or 557 value of at least CHF 100 value of at least CHF 0.01 The partner’s contribution of each limited CO 774 Minimum: CHF 100 000 partner must be registered in the CR Minimum: CHF 20 000. Each capital share Minimum paid in: CHF 50 000 CO 608, 609 and OCR 41 para.2 lit g must be fully paid up CO 621, 622 CO 777c I

CR = Commercial Register OCR = Ordinance on the Commercial Register CO = Swiss Code of Obligations * For natural persons, the self-employment activity must be recognized by the compensation fund pursuant to social insurance law. BD = Board of Directors CC = Swiss Civil Code Further information is available at www.gruenden.ch.

15 gründen legislation prohibits misrepresentation and Composition ofthecompany name Number of partners ormembers Number ofpartners (commercial register) (commercial See comment1, page 20 business carried outina protects publicinterest Formation through commercial manner Registration inCR General restriction: General Legislative basis Capital required Capital Legal status Main use CO 944

CR =Commercial Register Sole Proprietorship* individuals (e. Small firms,activitiescarried outby business activity, designations. fantasy Permissible additions: CO 944,945 name first Family nameofproprietor with orwithout Not regulated separately inthe SwissCO means ofpermanentgainful employment. economicactivityasa Self-employment, 1 natural person isthe person sole proprietor1 natural OCR 36 turnover ofminimumCHF 100 000 aimsthat achievecommercial anannual for businessespursuing Compulsory Sole property of the firm’s owner ofthe firm’s Sole property No stipulations No stipulations BD = Board of Directors of Board = BD

g. artists)

CC =SwissCivilCode

OCR =Ordinance on the Commercial Register

(general partnership) (general Kollektivgesellschaft* specific individuals Small, permanentbusinessescentering on CO 944 business activity, designations. fantasy Permissible additions: CO 947I,II,IV ofthe partner/s. than that/those May notpartners. includeany other name orthe family namesofall the partners, suffix indicatingthe corporate relationship of Family with a onepartner nameofatleast CO 552 CO 553 is registered inthe CR. becomesalegalnership entityonly whenit If nocommercial the activityispursued part be created without any written agreement. informal, i. CO ofpartnership 552, Signing ofarticles CO 552 2 ormore becomepartners persons natural CO 552II commercial aims for businessespursuing Compulsory Partnership CO 557 and/or 531 CO 557and/or share aspercontract Amount andpartners’ No stipulations

593

e. a general partnership can e. ageneralpartnership

CO = Swiss Code of Obligations of Code Swiss = CO

-

CO 595 it isregistered inCR. becomesalegal entityonly when partnership If nocommercial the activityispursued CO 594 without any written agreement. i. informal, ofpartnership, Signing ofarticles CO 944 business activity, designations. fantasy Permissible additions: CO 607 becomes unlimited. theotherwise liabilityofthe limited partner mayLimited not partner be named; CO 947III,IV. with unlimitedthat liability. ofthe partner May not includeany other namethan suffix indicatingthe corporate relationship. with a partner) limited liability(general Family with un- 1partner nameofatleast Partnership external investors with involvementindividual-centered, of outactivitieswhich are stronglycarry Special cases,e. CO 594 partnership) (limited Kommanditgesellschaft* * CO 608,609andOCR41 litg para.2 beregistered must partner inthe CR contribution ofeach limited The partner’s 557 CO 598and/or share aspercontract Amount andpartners’ No stipulations. CO 594 partner) (limited thatration isalimited liabilitypartner legal person, one natural entityorcorpo- andatleast partner) liability (general At with person unlimited onenatural least CO 594III commercial aims for businessespursuing Compulsory

e. a limited partnership can be established canbeestablished e. alimited partnership D Further information is available at at available is law. insurance information social to pursuant Further fund compensation the by recognized be must activity self-employment the persons, natural For O

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ES limited liabilitycompany) to: equivalent (roughly (GmbH) Haftung mitbeschränkter Gesellschaft Minimum: CHF 20 Minimum: CO 774 CHFvalue ofatleast 100 into shares capital each with anominal ofassociation,divided fined inthe articles the level nominalcapital, Obligatory isde CO 775 entities orcorporations Shareholders may legal persons, benatural At oneshareholder least CO 779 tered inthe CR. Becomes alegal entityonly onceitisregis CO 777–779 inCR. Registration thesuant to auditors. CO 727aII) such are not(provided dispensedwith pur of management andrepresentatives and appointmentofaboard ration/association, founded, ofincorpo- adoption ofarticles Public actofsigningwhenthe company is designations) tasy names,activity,Free choice (personal fan- Legal entity, incorporated body businesses Small, individual-centered CO 772 CO 944,950 company’s name. The legal form beindicated must inthe onpage 23. up acompany starting available.is still Seechecklist for setting CO 777cI befully paidup must .

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000. provided the name

Each share capital

- - - corporation orplc) corporation to: equivalent (roughly (AG) Aktiengesellschaft Legal entity, incorporated body companies alltypesofcommercial forSuitable virtually CO 620 CO 625 entities orcorporations. Shareholders may legal persons, benatural At oneshareholder. least CO 643 tered inthe CR. Becomes alegal entityonly onceitisregis a,640,643 CO 629–635 inCR. Registration the auditors. not dispensedwith to pursuant CO 727aII) such are and(provided of directors (BD) appointmentofaboard ration/association, founded, ofincorpo- adoption ofarticles Public actofsigningwhenthe company is OR 944,950 name. company’s The legal form beindicated must inthe onpage 23. starting checklist for setting upacompany provided the available. nameisstill See names, activity, designations) fantasy Free choice ofcompany name(personal CO 621, 622 CHF 50 Minimum paidin: CHF 100Minimum: CHFvalue ofatleast 0.01 divided into shares each with anominal ofassociation, inthe articles defined the level capital, Obligatory ofwhich is

763

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- 16

November 2011

© Sponsoring body of the publication gründen and of the website gruenden.ch | While every effort has been made to ensure that accuracy of the information provided, no liability can be assumed for any errors or omission. | November 2012 D OVERVIEW OF LEGAL STRUCTURES

Sole Proprietorship* Kollektivgesellschaft* Kommanditgesellschaft* Gesellschaft mit beschränkter Aktiengesellschaft (AG) (general partnership) (limited partnership) Haftung (GmbH) (roughly equivalent to: (roughly equivalent to: corporation or plc) limited liability company)

In-kind payments Permitted Permitted Permitted Permitted, special procedure Permitted, special procedure CO 557/531 CO 598 and/or 557, 531 C0 777 II in conj. with 628 and 634 CO 628, 634

Organization and executive bodies No executive bodies Partners Partners – General meeting of members – Annual general meeting – Management board (minimum 1 member) – Board of directors (minimum 1 member) Trustees/auditors may be appointed Auditors may be appointed Auditors may be appointed – Auditors if not dispensed with – Auditors if not dispensed with CO 727a II CO 727a II CO 809 et seq. CO 698 et seq.

Liability/further contributions Unlimited liability of the proprietor with per- Primary liability to the level of company Primary liability to the level of company Liability limited exclusively to the company’s Liability limited exclusively to the company’s sonal assets. capital capital. assets. assets. subsidiary = complementary to CO 794 company capital if this is exhausted Subsidiary joint and several unlimited Subsidiary joint and several unlimited liability Each stockholder is obliged to pay in his liability of each partner with personal assets of each general partner with personal assets Optional limited liability to make further quota of the share capital (payment under CO 568 CO 604 contributions according to the articles subscription). of association CO 630 Subsidiary joint and several limited liability of each limited partner (liability limited Further contributions linked to each capital to level of partnership capital) share that must be paid up are determined CO 608 in the articles of association and may not exceed twice the nominal value of the capital share. Liability only for further contributions linked to own capital share CO 795

Growth using external Not suitable Admission of new partners Admission of new general or limited Increase of company capital by modifying Various forms of capital increase possible capital/investors CO 569 partners articles of association by modifying articles of association CO 612 CO 781 CO 650 et seq. See comment 2, page 20

Use of profit and bearing losses The proprietor alone. As stipulated in the articles of partnership. As stipulated in the articles of partnership Shareholders are entitled to share of bal- Shareholders are entitled to a share of the CO 559 et seq. CO 601 ance sheet profits as stipulated by law and balance sheet profit pursuant to the law and in the articles of association the articles of association CO 798, 801 in conjunction with 660 CO 660

Compulsory accounting requirement If the firm is obliged to register in the CR If the partnership must be registered in If the partnership must be registered in Yes Yes CO 957, OCR 36 the CR the CR CO 957–964 CO 957–964 CO 957–964 CO 957–964

Taxation Proprietor for entire income and Each partner for share of income and assets Each partner for share of income and assets Company for profit and capital Company for profit and capital assets from business and private sector. derived from the partnership as well as for derived from the partnership as well as for Further information is available at Shareholders for capital share as assets and Shareholders for shares as assets and private income and assets private income and assets www.gruenden.ch profit distributions as income dividends as income

Costs for setting up a company CHF 500 to 2500 CHF 2500 to 5500 CHF 2500 to 5500 From CHF 3000 From CHF 3000 (consultation, founding, notary, registration in the commercial register)

Company management and By the proprietor and individuals he/she By each partner in his/her own right, unless By each general partner in his/her own right, Responsibility for management shared Management by the entire board of direc- representation may appoint determined otherwise in a partnership unless determined otherwise in a partnership collectively by all shareholders unless tors provided such has not been assigned resolution. resolution determined otherwise in the articles of to individual board members or third parties association in the organizational regulations However, at least 1 partner must be author- However, at least 1 general partner must CO 809 CO 716 b ized as a representative be authorized as a representative Each manager is authorized to represent the Representation by each director individually Other authorized signatories according to The limited partner has neither the right nor company unless assigned to individual board mem- partnership resolution the duty of management bers or third parties in the articles of associ- CO 563, 566 CO 600 I Other stipulations may be made in deviation ation, organizational regulations or by of this in the articles of association; how- Other authorized signatories according to board resolution ever at least one executive manager must partnership resolution CO 718 I, II be appointed to represent the company CO 599, 603/563 CO 814 et seq. At least one board member must be author- ized for representation CO 718 III

CR = Commercial Register OCR = Ordinance on the Commercial Register CO = Swiss Code of Obligations * For natural persons, the self-employment activity must be recognized by the compensation fund pursuant to social insurance law. BD = Board of Directors CC = Swiss Civil Code Further information is available at www.gruenden.ch. 17 gründen D OVERVIEW OF LEGAL STRUCTURES

Sole Proprietorship* Kollektivgesellschaft* Kommanditgesellschaft* Gesellschaft mit beschränkter Aktiengesellschaft (AG) (general partnership) (limited partnership) Haftung (GmbH) (roughly equivalent to: (roughly equivalent to: corporation or plc) limited liability company)

In-kind payments Permitted Permitted Permitted Permitted, special procedure Permitted, special procedure CO 557/531 CO 598 and/or 557, 531 C0 777 II in conj. with 628 and 634 CO 628, 634

Organization and executive bodies No executive bodies Partners Partners – General meeting of members – Annual general meeting – Management board (minimum 1 member) – Board of directors (minimum 1 member) Trustees/auditors may be appointed Auditors may be appointed Auditors may be appointed – Auditors if not dispensed with – Auditors if not dispensed with CO 727a II CO 727a II CO 809 et seq. CO 698 et seq.

Liability/further contributions Unlimited liability of the proprietor with per- Primary liability to the level of company Primary liability to the level of company Liability limited exclusively to the company’s Liability limited exclusively to the company’s sonal assets. capital capital. assets. assets. subsidiary = complementary to CO 794 company capital if this is exhausted Subsidiary joint and several unlimited Subsidiary joint and several unlimited liability Each stockholder is obliged to pay in his liability of each partner with personal assets of each general partner with personal assets Optional limited liability to make further quota of the share capital (payment under CO 568 CO 604 contributions according to the articles subscription). of association CO 630 Subsidiary joint and several limited liability of each limited partner (liability limited Further contributions linked to each capital to level of partnership capital) share that must be paid up are determined CO 608 in the articles of association and may not exceed twice the nominal value of the capital share. Liability only for further contributions linked to own capital share CO 795

Growth using external Not suitable Admission of new partners Admission of new general or limited Increase of company capital by modifying Various forms of capital increase possible capital/investors CO 569 partners articles of association by modifying articles of association CO 612 CO 781 CO 650 et seq. See comment 2, page 20

Use of profit and bearing losses The proprietor alone. As stipulated in the articles of partnership. As stipulated in the articles of partnership Shareholders are entitled to share of bal- Shareholders are entitled to a share of the CO 559 et seq. CO 601 ance sheet profits as stipulated by law and balance sheet profit pursuant to the law and in the articles of association the articles of association CO 798, 801 in conjunction with 660 CO 660

Compulsory accounting requirement If the firm is obliged to register in the CR If the partnership must be registered in If the partnership must be registered in Yes Yes CO 957, OCR 36 the CR the CR CO 957–964 CO 957–964 CO 957–964 CO 957–964

Taxation Proprietor for entire income and Each partner for share of income and assets Each partner for share of income and assets Company for profit and capital Company for profit and capital assets from business and private sector. derived from the partnership as well as for derived from the partnership as well as for Further information is available at Shareholders for capital share as assets and Shareholders for shares as assets and private income and assets private income and assets www.gruenden.ch profit distributions as income dividends as income

Costs for setting up a company CHF 500 to 2500 CHF 2500 to 5500 CHF 2500 to 5500 From CHF 3000 From CHF 3000 (consultation, founding, notary, registration in the commercial register)

Company management and By the proprietor and individuals he/she By each partner in his/her own right, unless By each general partner in his/her own right, Responsibility for management shared Management by the entire board of direc- representation may appoint determined otherwise in a partnership unless determined otherwise in a partnership collectively by all shareholders unless tors provided such has not been assigned resolution. resolution determined otherwise in the articles of to individual board members or third parties association in the organizational regulations However, at least 1 partner must be author- However, at least 1 general partner must CO 809 CO 716 b ized as a representative be authorized as a representative Each manager is authorized to represent the Representation by each director individually Other authorized signatories according to The limited partner has neither the right nor company unless assigned to individual board mem- and of the website gruenden.ch | While every effort has been made to ensure that accuracy of the information provided, no liability can be assumed for any errors or omission. | November 2012 partnership resolution the duty of management n bers or third parties in the articles of associ- CO 563, 566 CO 600 I Other stipulations may be made in deviation ation, organizational regulations or by of this in the articles of association; how- gründe Other authorized signatories according to board resolution ever at least one executive manager must partnership resolution CO 718 I, II be appointed to represent the company CO 599, 603/563 CO 814 et seq. At least one board member must be author- ized for representation CO 718 III

CR = Commercial Register OCR = Ordinance on the Commercial Register CO = Swiss Code of Obligations * For natural persons, the self-employment activity must be recognized by the compensation fund pursuant to social insurance law. BD = Board of Directors CC = Swiss Civil Code Further information is available at www.gruenden.ch.

17 gründen 18 publication body of the © Sponsoring D OVERVIEW OF LEGAL STRUCTURES

Sole Proprietorship* Kollektivgesellschaft* Kommanditgesellschaft* Gesellschaft mit beschränkter Aktiengesellschaft (AG) (general partnership) (limited partnership) Haftung (GmbH) (roughly equivalent to: (roughly equivalent to: corporation or plc) limited liability company)

Transfer of membership No membership, full or partial sale of busi- Pursuant to the partnership agreement Pursuant to the partnership agreement Transfer of capital shares by way of written Freely disposable, provided no restrictions (exit, employee shares etc.) ness operations (CO 557 I); if there are no provisions (CO 598 I); if there are no provisions in the notice. exist by law or in the articles of association. in the partnership agreement, then with the partnership agreement, then with the OR 785 CO 684 et seq. See comment 3, page 20 approval of all partners (CO 557 II approval of all partners. (CO 598 I with Approval of the annual general meeting of with reference to CO 542) reference to CO 557 and 542) shareholders (at least two-thirds of all repre- sented votes and the absolute majority of the total company capital with voting rights) unless determined otherwise in the articles of association. CO 786, 808b I subpara.4

Nationality and residency The proprietor does not have to be domi- The partners do not have to be domiciled in The partners do not have to be domiciled in The company must be represented by one The company must be represented by one

ciled in Switzerland Switzerland Switzerland person domiciled in Switzerland person domiciled in Switzerland Residence and work permit CO 814 III CO 718 IV See comment 4, page 20

CR = Commercial Register OCR = Ordinance on the Commercial Register CO = Swiss Code of Obligations * For natural persons, the self-employment activity must be recognized by the compensation fund pursuant to social insurance law. BD = Board of Directors CC = Swiss Civil Code Further information is available at www.gruenden.ch.

Information for board members and executive managers*

It is incumbent on members of the board of an AG or the executive managers of a GmbH to supervise and manage the corporation according to the legislation. Breach of this obligation can lead to the office bearers being held personally liable. Make sure you have regular ac- cess to the required information and compare events continuously with the business plan/ budget and intervene quickly when something goes wrong. Special care should be taken to pay the Old Age and Survivors’ Insurance (OASI/AHV) contributions regularly because a more stringent level of personal liability is applied in respect of such contributions. The obligations and responsibilities referred to may also be incumbent on so-called de facto bodies meaning persons who are not formal members of the board or executive managers but who may substantially influence management of the business.

Information concerning simple partnerships and general partnerships*

A simple partnership is a community based on law and a partnership under Swiss law. Pur- suant to Art. 530 of the CO, it is defined as a contractual association of two or more individ- uals to attain a mutual goal by means of mutual efforts and funds. According to Art. 530, para.2 CO the simple partnership is defined conversely as the form of corporation that arises if the conditions are not met for any other form of corporation. Individuals who “carry on trade, manufacturing or any other business according to commercial principles under a mutual firm” (Art. 552 CO) become a general partnership. The simple partnership is not a legal entity and therefore has no legal capacity. The partners are primarily liable jointly and severally for the partnership’s debts. Be aware that the moment you do not decide for any other legal form and engage in business mutually with others you become part of either a simple partnership or a general partnership. Both may be informal, that is they come into existence without a written contract simply through mere activity performed, e. g. by representation with a mutual name, letterhead or by submitting quotations and invoices in the name of the association.

* These articles have been kindly provided by the MSM Group, Winterthur, www.msmgroup.ch.

19 gründen D OVERVIEW OF LEGAL STRUCTURES

Sole Proprietorship* Kollektivgesellschaft* Kommanditgesellschaft* Gesellschaft mit beschränkter Aktiengesellschaft (AG) (general partnership) (limited partnership) Haftung (GmbH) (roughly equivalent to: (roughly equivalent to: corporation or plc) limited liability company)

Transfer of membership No membership, full or partial sale of busi- Pursuant to the partnership agreement Pursuant to the partnership agreement Transfer of capital shares by way of written Freely disposable, provided no restrictions (exit, employee shares etc.) ness operations (CO 557 I); if there are no provisions (CO 598 I); if there are no provisions in the notice. exist by law or in the articles of association. in the partnership agreement, then with the partnership agreement, then with the OR 785 CO 684 et seq. See comment 3, page 20 approval of all partners (CO 557 II approval of all partners. (CO 598 I with Approval of the annual general meeting of with reference to CO 542) reference to CO 557 and 542) shareholders (at least two-thirds of all repre- sented votes and the absolute majority of the total company capital with voting rights) unless determined otherwise in the articles of association. CO 786, 808b I subpara.4

Nationality and residency The proprietor does not have to be domi- The partners do not have to be domiciled in The partners do not have to be domiciled in The company must be represented by one The company must be represented by one ciled in Switzerland Switzerland Switzerland person domiciled in Switzerland person domiciled in Switzerland Residence and work permit CO 814 III CO 718 IV See comment 4, page 20

CR = Commercial Register OCR = Ordinance on the Commercial Register CO = Swiss Code of Obligations * For natural persons, the self-employment activity must be recognized by the compensation fund pursuant to social insurance law. BD = Board of Directors CC = Swiss Civil Code Further information is available at www.gruenden.ch.

Comments

1 An independent economic activity of an intended permanent nature that does not necessarily presuppose profit orientation. 2 In addition to the possibilities provided under corporate law for acquiring external investors, there are various contractual arrangements possible covering the range from external capital to equity, e. g. convertible loans, loans with a conversion option or a success-related interest rate. 3 Exit: Sale of the business through transfer of assets and liabilities is permitted for all corporate structures. The conditions of the law on mergers (CO 181 IV) regulate takeovers of the assets or the business of general partnerships, limited partnerships, partnerships limited by shares, corporations/public limited companies, limited liability companies, cooperatives, asso- ciations, foundations and sole proprietorships registered in the commercial register. In all other cases see CO 181 I, II and III (continued liability of the transferor). For information on transfer of employment relationships cp. CO 333.

Employee participation: Alternatives to transferring company equity (e. g. shares) are, inter alia, bonus contracts and participation in profits. 4 Before taking up employment, foreign nationals require both a work permit and a residence permit entitling them to pursue gainful employment. Citizens of EU*/EFTA** member states need a valid residence permit (L or B EU/EFTA). Citizens of non-EU/EFTA states are only granted initial work permits as an exception, provided they are indispensable specialists or if special reasons can be given justifying the exception. Further information is available at: www.bfm.admin.ch or the accordant cantonal offices.

* EU-25 member states: , Belgium, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Great Britain (United Kingdom), Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxemburg, Malta, Netherlands, Poland, Portugal, Slovakia, Slovenia, Spain, Sweden

Temporary regulations apply to EU-2 citizens (EU-2 = Bulgaria and Romania)

** EFTA member states: Iceland, Liechtenstein, Norway, Switzerland and of the website gruenden.ch | While every effort has been made to ensure that accuracy of the information provided, no liability can be assumed for any errors or omission. | November 2012 n gründe

19 gründen 20 publication body of the © Sponsoring E INFORMATION FOR NON-SWISS NATIONALS

Information for Non-Swiss Nationals Due to the differences between citizens from the various countries, the following chart can only give a general overview. It is advisable to consult the appropriate authorities or seek advice on an individual basis.

Residence and employment

Enforcement authorities EU-2 nationals Federal Office for Migration www.bfm.admin.ch and cantonal employed by a Swiss employer offices (for economy and labour, for migration) firstly, the employer needs to apply for a work permit for the employee. Conditions that need to be met for this: local worker Introductory remarks priority, salary terms and conditions of employment as well as The business and sanitary provisions as well as the respective existing quotas. If these conditions are met, a residence permit requirements to practice a profession (incl. permit requirements) can be granted (L or B, depending on the length of employment); must always be observed, irrespective of nationality and registration is required before commencing work at the residents’ residence permit. registration office of the municipality of residence (documents Swiss nationals and nationals with a settlement permit C required: valid travel document and an employment contract Work permit is not required. or written confirmation of employment); bear in mind that notifi- cation must be given of any change of residence. EU-25 nationals employed by a foreign employer: employed by a Swiss employer (for more than 3 months) analogous to EU - 25 citizens receive a residence permit L or B (depending on length of employ- ment contract); these individuals are entitled to issuance; obli- Third-country nationals gation to register at the residents’ registration office of the munici- entry only possible with valid visa and travel documents. Limited pality of residence before starting work (a valid travel document to specialists, executives and other highly skilled workers. and an employment contract or confirmation of employment must be presented). employed by a Swiss employer: fulfilment of the requirements: general interest of the economy, employed by a foreign employer (for more than 3 months) local worker priority, salary terms and conditions of employment, are considered as posted employees/service providers even if they personal qualifications and existing quotas. temporarily have their place of residence in Switzerland; the em- ployer must obtain a work permit for them; conditions that need to employed by a foreign employer: be met: general interest of the economy, salary terms and condi- see EU-25 citizens; fulfilment of the requirements: general tions of employment, personal qualifications and existing quotas. interest of the economy, salary terms and conditions of employ- Registration before starting work at the residents’ registration office ment, personal qualifications and existing quotas. of the municipality of residence can only occur once this permit is available (a valid travel document and an employment contract Particularities of the residence permits or confirmation of employment must be presented). Permit B: whose place of residence is outside of Switzerland for stays lasting more than 1 year; for a specific purpose; limited; who are gainfully employed for more than 3 months per calendar can be extended provided there are no reasons for withdrawal. year receive a cross-border commuter permit (G permit) on presen- tation of a certificate of employment. This falls within the remit Permit L: of the Migration Office. for stays up to 1 year, for a specific purpose; limited, can be short-term residence for work purposes extended to an overall duration of no more than 24 months. can work in Switzerland for a maximum of 90 days without a per- mit; however, they are required to register with the authorities if employment exceeds 8 days. The obligation to register from day 1 applies to: main and subsidiary construction work, hospitality, cleaning, surveillance and security services. Registration must occur at the latest 8 days before commencement of work.

Short-term residence permit EFTA Local worker priority (Permit L) Liechtenstein, Iceland, Norway, Switzerland The applicant employer must provide evidence Stays for up to one year; can be extended to that he/she has not been able to find a suitably EU-25 and of the website gruenden.ch | While every effort has been made to ensure that accuracy of the information provided, no liability can be assumed for any errors or omission. | November 2012 an overall duration of no more than 24 months qualified person (in terms of education and work Austria, Belgium, Cyprus, Czech Republic, experience) from Switzerland or the EU/EFTA n Denmark, Estonia, Finland, France, Germany, Residence permit area. In the case of EU-2 nationals, only proof of (Permit B) Greece, Hungary, Ireland, Italy, Latvia,

search efforts in Switzerland is required. gründe Stays for more than one year; limited. Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Slovakia, Slovenia, Spain, Salary terms and conditions of employment Settlement permit Sweden, United Kingdom Salaries and conditions of employment must (Permit C) be in accordance with the conditions customary EU-2 Unlimited to the region, profession and industrial sector. Bulgaria and Romania Quota Quota of L and B permits fixed annually by the Federal Council.

21 gründen publication body of the © Sponsoring E INFORMATION FOR NON-SWISS NATIONALS

Self-employment Acquisition of real estate Setting up a Sole Proprietorship, GmbH or AG Supervisory authority: Further information is available at: Federal Office of Justice www.bj.admin.ch www.startbiz.ch, www.kmu.admin.ch, www.gruenden.ch, Acquisition not subject to authorization: www.bfm.admin.ch of real estate for business purposes Introductory remarks irrespective of place of residence, domicile and nationality EU/EFTA nationals can generally become self-employed. of main residence Non-Swiss nationals with a C permit or a B permit for all foreigners domiciled in Switzerland who are married to of secondary residence 1. a Swiss citizen or EU/EFTA nationals domiciled in Switzerland and third-country 2. a C permit holder or nationals with Permit C 3. a B permit holder can, as a general rule, become self-employed. holiday home/serviced flat in apartment hotel: EU/EFTA nationals who are domiciled in Switzerland Third-country nationals without a residence or settlement permit can only become self-employed if the planned endeavour is in Acquisition not possible the interest of the general economy and the necessary financial of secondary residence: and business requirements are met. The application forms and – by foreign nationals domiciled abroad (exception: secondary documents (incl. a business plan) are examined by the labour residence at the place of work for cross-border commuters market authorities. with EU/EFTA citizenship) Setting up a sole proprietorship – by third-country nationals without a C permit The family name must constitute a key component of the company of main residence: name (Art. 945 para.1 CO); as the case may be, registration of – by third-country nationals without a C and B permit the sole proprietorship in the commercial register at the place of business (dependent on type of business and turnover: required Acquisition permit required for for a business carried out in a commercial manner with an annual acquiring a holiday home/serviced flat in an apartment hotel: turnover of minimum CHF 100 000).* – by foreign nationals domiciled abroad – by third-country nationals without a C permit Establishing an AG – by companies domiciled abroad or companies domiciled In principle the following applies: in Switzerland that are controlled by persons abroad 1 founder (Art. 625 CO); at least 1 member of the board of direc- tors or officer domiciled in Switzerland (Art. 718 para.4 CO); Family reunion registration in the commercial register at the place of the regis- tered offices of the AG (Art. 640 CO). Enforcement authority: Federal Office for Migration www.bfm.admin.ch and cantonal In addition: migration offices As the case may be, permission pursuant to the Federal Law on the Acquisition of Real Estate by Persons Resident Abroad (BewG) for For Swiss nationals and foreign nationals with a C permit persons abroad, pursuant to Art. 5 BewG, who are participating in foreign spouses, registered partners and unmarried children the AG.* under 18 years of age Establishing a GmbH are entitled to the granting and extension of the residence permit, provided they live together In principle the following applies: 1 founder (Art. 775 CO); at least 1 executive manager or officer children under 12 years of age domiciled in Switzerland (Art. 814 para.3 CO); registration in the are entitled to the granting of a settlement permit commercial register at the place of the registered offices of the For EU/EFTA nationals with a residence permit or a short-term GmbH (Art. 778 CO). residence permit In addition: parents, parents-in-law and grandparents, spouses, registered As the case may be, permission pursuant to the Federal Law on the partners, (step)children under 21 years of age Acquisition of Real Estate by Persons Resident Abroad (BewG) for may be granted a residence permit, provided their keep is assured persons abroad, pursuant to Art. 5 BewG, who are participating in and adequate dwellings are available. the GmbH.* For foreign nationals with residence permit B or L * For further requirements, please consult the Overview of Legal Structures on page 15 or go to www.gruenden.ch. foreign spouses, registered partners and unmarried children under 18 years of age may be granted a permit B or L under the and of the website gruenden.ch | While every effort has been made to ensure that accuracy of the information provided, no liability can be assumed for any errors or omission. | November 2012 following conditions: – cohabitation and n – availability of adequate dwellings and gründe – not dependent on social welfare

21 gründen 22 This overview has been compiled by the sponsoring body of the website gruenden.ch in publication body of the © Sponsoring collaboration with the MSM Group www.msmgroup.ch and Kellerhals Attorneys www.kellerhals.ch F CHECKLIST FOR SETTING UP A COMPANY

Checklist for setting up a company Please note that not all points listed in this checklist necessarily apply to every individual case. Some topics presented here are explained more extensively on the website www.gruenden.ch.

Preparation All three legal structures GmbH AG Basic legal Irrespective of the legal structure, every company Corporate law issues need to be addressed and put in considerations founder should be aware that there are activities and writing before setting up a company (e. g. in a share- trade relations which need to be regulated by way of holders’ agreement). a contract. If intellectual property rights (e. g. inventions, designs, software code) were purchased, these need to be brought into the company. A shell company purchase is strongly advised against. All three legal structures Draw up a rough Before you begin, check if you fulfil the personal requirements to work in a self-employed capacity and that you concept or a possess sufficient know-how and experience. Consult your family, friends and acquaintances, and draw up business plan a concept or a business plan. All three legal structures Obtain permits Clarify if permits or other legal requirements are necessary to pursue the planned activity. More information is available at: http://bewilligungen.kmuinfo.ch (national level) or the cantonal platforms. Sole Proprietorship GmbH AG Pre-inquiries Check in advance with your compensation fund if the No provisions required concerning activity you plan will be recognized as self-employment recognition of self- by the old-age and survivors’ insurance AHV. More employment information is available at www.ausgleichskasse.ch. For some trades and professions recognition of self- employment is granted exclusively by the Swiss Accident Insurance Fund SUVA. More information is available at www.suva.ch. All three legal structures Pre-inquiries Check your insurance needs and responsibilities, including those covering your business risks. Request insurance concerning neces- quotes from SUVA (www.suva.ch), your trade/professional association and private insurance providers. Premium sary insurances amounts are based on the insured salary. especially personal More information is available at: www.bsv.admin.ch > KMU-Ratgeber insurances Sole Proprietorship GmbH AG Arrange insurance coverage of the following Check the following insurances for yourself* for yourself: and your employees: – 1st pillar [AHV, IV (disability), EO (unemployment)], – 1st pillar [AHV, IV (disability), EO (unemployment)], children’s allowances** children’s allowances** – occupational pension fund 2nd pillar*** – occupational pension fund (2nd pillar), compulsory – daily indemnity insurance for sickness*** – daily indemnity insurance for sickness*** – accident insurance*** – accident insurance (compulsory: work-related Sole proprietorships must join a family compensation accidents (BU): non-work related accidents (NBU) fund, even if only childless individuals, part-time staffers only if more than eight working hours per week) or no staff at all are employed. * In insurance terms, you are considered an If you employ staff, you must take out an accident insur- employee of the AG/GmbH if you work as a ance and register your employees with the AHV. (co)owner for the AG/GmbH. With respect to the occupational pension fund, insur- ** In this respect, please contact your designated ance obligation starts at an annual income of compensation or family compensation fund. CHF 21 060 (year 2013). Whereas the law does not Further information is available at: www.ausgleichskasse.ch.

stipulate taking out a daily indemnity insurance for and of the website gruenden.ch | While every effort has been made to ensure that accuracy of the information provided, no liability can be assumed for any errors or omission. | November 2012 sickness, it is customary and advisable. *** Not absolutely necessary, but advisable depend- n ing on the situation.

All three legal structures gründe Secure financing The search for capital is a further challenge. Bear in mind that potential investors will request a business plan, to assess your project and its prospects for success. Once financing is secured, you can open a company account at the bank of your choice. All three legal structures Business premises Look around for suitable business premises. In this regard, consider that, as a general rule, a deposit the equiva- lent of three months’ rent will need to be paid into a blocked account. In the event of reconstruction/renovation, the local building authorities must be consulted first.

23 gründen publication body of the © Sponsoring 23 F commercial register register commercial

Check requirement (corporate) bodies (corporate) subscription level Determine capital Determine capital C to register inthe to register Registration URL office stationery office stationery HE company name company name Preparation of Preparation C and internet amount and KL Determine Decide on Decide on I presence ST F ST (CR) (CR) OR SETT

Sole Sole company a Forming Sole All All Sole All No actionrequired name inthe company name. Sole proprietorships require the inclusionofyour sur Office (FCRO) companies usingasimilarname.Company namesearches canberequested atthe Federal Commercial Registry Decide onthe company name.Itisadvisableto check the availability ofthe envisaged name,to avoid conflictswith No steps required logos, trade names,companylogos, trade labelsandsimilardetails may beused. and accurately inyour correspondence, onorder forms, invoices andnotifications. Inaddition,abbreviated terms, Art. tion. Note the requirement to correctly denote the nameofthe company you willbemeasuredimportant, primarily by the quality andyour ofyour customer products orienta- orservices Swiss Federal Institute ofIntellectual (IGE) property foran expert this. Ifyou wishto protect your logoasa Develop your logoandcorporateinternet identityfor site. your Whenever officestationery possible,consult This procedure takes 2 to 4 work days. Costs: first-time registration feeThis procedure takes plusannualfees 2to ofCHF 17. 4work first-time days. Costs: URLatthe SWITCH foundation the desired/available Reserve > Gesetzgebung for >Systematische “hregv”) Sammlung(search at German) isavailable (in The Ordinance ofthe Commercial Register (HRegV) are required turnover) to register(annual their soleproprietorship inthe commercial register (Art. whoengage persons Natural orcommerce intrade andwhoachieve gross earningsofminimumCHF 100 000 IN

three three three

G 954a CO: the company bestated must fully nameorasregistered inthe commercial register (CR)

Proprietorship Proprietorship Proprietorship Proprietorship U P A

legal legal legal CO

structures structures structures www.regix.ch MPA NY represent the company. one executive manager beentitledto must however,can specifyotherwise, atleast sent the company. ofassociation Thearticles Each executive manager isentitledto repre ofassociation. in the articles the shareholders make other arrangements the management ofthe company, unless All shareholders have jointresponsibility for No actionrequired choice for the cashpayment. Open ablocked accountatthe bankofyour befully paidup. must capital Note thatreal the share estate, offsetting). tion, contribution inkindwith orwithout contribu Decide ontypeofpayment (cash allotted to each individual founder. and decidehow many shares are to be CHF 100 sharesof capital (minimum each), CHF 20 (minimum Determine the company amount capital GmbH GmbH .

000) andthe value 000) www.ige.ch - figurative trademark name isrequired. inthe company Inclusion ofthe legal form (AG/GmbH)

GmbH

www.switch.ch

- - . Considerthat, although the is visualappearance Directors shalljointly manage the company. in the organizational regulations, the Board of Unless the management hasbeendelegated payment. atthe bankofyour choiceaccount for the cash Openablockedeach share bepaidup). must 20 but atleast CHF 50 000, or contributions in kind (minimum or rather, isto becovered through offsetting istocapital bepaidinatthe timeoffounding, andhow much ofthe share estate, offsetting) tion, contribution inkindwith orwithout real contribu- Decide onthe typeofpayment (cash founding partner. shares are to beallotted to each individual ofCHF 0.01),anddecidehow many (minimum CHF 100 Determine the level ofshare (minimum capital the company. of directors beauthorized must to represent company. At onememberofthe least board of directors hasthe right to represent the provide eachotherwise, member of the board or the organizational regulations donot To the extent ofassociation that the articles experience andbusinessnetworks. skills, complementary individuals whooffer An effective board ofdirectors of consists can be,butdonot have to be,shareholders. board ofdirectors. Theindividualsappointed Determine whoisto beappointed to the AG AG [Firmengebrauchspflicht] , you willneedto register itwith the orwith another provider.

000) andthe nominalvalue ofshares 000) www.admin.ch

% ofthe nominalvalue of AG > Dokumentation >Dokumentation

36 OCR). 36 OCR). asstipulated in gründen

24

Mai 2011

© Sponsoring body of the publication gründen and of the website gruenden.ch | While every effort has been made to ensure that accuracy of the information provided, no liability can be assumed for any errors or omission. | November 2012 F CHECKLIST FOR SETTING UP A COMPANY

GmbH AG Determine Decide on independent statutory auditors in accordance with the rules of the Audit Oversight (corporate) bodies Act (RAG) and pursuant to Art. 728 CO, and request a declaration of acceptance of the appointment. If the company has no more than the equivalent of ten full-time positions on an annual average the company may, with the consent of all shareholders, dispense with the (limited) statutory audit (cp. Art. 727a para. 2 to 5 CO) Sole Proprietorship GmbH AG Determine No action required Decide on the organizational structure of Decide on the organizational structure of the organizational the company and determine who is to be re- company and determine who is to be respon- structure sponsible for its management as well as sible for the management and who will be who will be granted signatory rights if not granted signatory rights. all shareholders will carry out the manage- It is recommended, furthermore, to draw up ment of the company, or rather, if not every organizational regulations that determine the executive manager is to be authorized to tasks, competencies and responsibilities of represent the company. the members of the board of directors. If It is recommended, furthermore, to draw up management is delegated to individual board organizational regulations that define the members or third parties, organizational tasks, competencies and responsibilities of regulations are compulsory by law. the executive managers and further respon- sible officers. GmbH AG As the case may be, obtain work permits for non-Swiss qualified employees see also section “Obtain permits” further above. Sole Proprietorship GmbH AG Founding The sole proprietorship is established with the commence- The GmbH and AG become a legal entity only upon ment of business operations. The company exists irrespec- registration in the commercial register. tive of whether it is registered in the commercial register or not. Sole Proprietorship GmbH AG Payment of No action required In the event of founding by cash subscriptions, In the event of founding by cash subscrip- foundation capital the company capital is to be paid into a tions, the share capital is to be paid into a blocked bank account (capital contribution blocked bank account (capital contribution account), at the disposal of the company. account), at the disposal of the company. GmbH AG For information concerning the lodgement of capital, see e. g. ZKB (Zurich Cantonal Bank) brochure and website. All three legal structures Prepare commercial Prepare the application for registration in the commercial register which must include the following information: register application company name, potential translations of the company name, domicile (political district), address (street and house number), purpose (field of activity), personal details of the company proprietor (surname, first name, place of origin – or for non-Swiss nationals: nationality –, place of residence), details regarding any additional authorized signatories (surname, first name, place of origin – or for non-Swiss nationals: nationality –, place of residence, type of signatory power). The application for registration (form for the Commercial Registry Office) needs to contain a legally certified per- sonal signature of the company’s owner and the legally certified signatures of other potential signatories. The appli- cation is to be submitted to the cantonal Commercial Registry Office at the registered office of the company. This can be done personally or by post. As a rule, the excerpt from the commercial register is available within one week of the company’s registration (an excerpt can also be ordered prior to the publication in the Swiss Official Gazette of Commerce (SHAB), available within 24 to 48 hours). Information sheets, forms and specimens are available on the websites of the cantonal Commercial Registry offices: www.zefix.admin.ch. and of the website gruenden.ch | While every effort has been made to ensure that accuracy of the information provided, no liability can be assumed for any errors or omission. | November 2012

CR = commercial register OCR = Ordinance on the Commercial Registry MWSTG = Federal VAT law n CO = Swiss Code of Obligations CC = Civil Code BD = Board of Directors gründe

25 gründen publication body of the © Sponsoring F CHECKLIST FOR SETTING UP A COMPANY

GmbH AG Preparation of Incorporation information and documents: Incorporation information and documents: founding docments – Details about the persons to be registered in the – Details about the persons to be registered in the commercial register: commercial register: For persons and Natural persons: Natural persons: founders • Family name • Family name • As the case may be: maiden name/name before marriage • As the case may be: maiden name/name before • All first names in the correct sequence marriage • Any given names, nicknames or stage names • All first names in the correct sequence • Any Swiss or equivalent foreign titles • Potential given names, nicknames or stage • Date of birth names • Gender • Potential Swiss or equivalent foreign titles • Political municipality of the place of origin or, in the • Date of birth case of non-Swiss nationals, nationality • Gender • Political municipality of the place of residence or, • Political municipality of the place of origin or, in the case of a place of residence abroad, name of in the case of non-Swiss nationals, nationality place and country • Political municipality of the place of residence • Type, number and issuing country of the personal or, in the case of a place of residence abroad, identity document name of place and country • Position in the company • Type, number and issuing country of the • Signatory power details personal identity document Legal persons: • Position in the company • Company name • Signatory power details • Company identification number Legal persons: • Registered office • Company name • Purpose • Company identification number Information about founders who are not to be registered • Registered office in the commercial register: • Purpose Natural persons: Information about founders who are not to be • Family name registered in the commercial register: • All first names in the correct sequence Natural persons: • Date of birth • Family name • Political municipality of the place of origin or, in the • All first names in the correct sequence case of non-Swiss nationals, nationality • Date of birth • Political municipality of the place of residence or, • Political municipality of the place of origin or, in the case of a place of residence abroad, name of in the case of non-Swiss nationals, nationality place and country • Political municipality of the place of residence Legal persons: or, in the case of a place of residence abroad, • Company name name of place and country • Company identification number Legal persons: • Registered office • Company name • Company identification number – Commercial register application with the signatures of • Registered office two members of the management or of one member with sole signatory power, as well as the signatures of all – Commercial register application with the signa- persons with signatory power (further members of the tures of two members of the board of directors or management, procura-holders, other authorized repre- of one member with sole signatory power, as well sentatives). All signatures must be legally certified. as the signatures of all persons with signatory – If the position of executive manager is by vote: proof that power (further members of the board of direc- the individuals concerned have accepted the appoint- tors, officers, managers, procura-holders, other ment (declaration of acceptance of the appointment if authorized representatives). All signatures must such acceptance of appointment is not apparent from the be legally certified. certificate of incorporation). – Proof that the members of the board of directors – As the case may be, resolution of the founders or, to the have accepted their appointment (declaration of extent prescribed by the articles of association, resolution acceptance of the appointment if such accept- of the board of management ruling the chairmanship of ance is not apparent from the certificate of incor- and of the website gruenden.ch | While every effort has been made to ensure that accuracy of the information provided, no liability can be assumed for any errors or omission. | November 2012

the management. poration). n – As the case may be, resolution of the founders or, to the – Minutes of the board of directors regarding its

extent prescribed by the articles of association, resolution constitution, ruling the chairmanship and the gründe of the board of management concerning the appoint- granting of signatory rights. ment of additional individuals authorized to represent the – Lex Friedrich Declaration if the company intends company. to acquire real estate that will not serve as a – Lex Friedrich Declaration if the company intends to permanent place of business. acquire real estate that will not serve as a permanent place of business.

CR = commercial register OCR = Ordinance on the Commercial Registry MWSTG = Federal VAT law CO = Swiss Code of Obligations CC = Civil Code BD = Board of Directors

25 gründen 26 publication body of the © Sponsoring F CHECKLIST FOR SETTING UP A COMPANY

GmbH AG Preparation of Contact a notary public to prepare the public deed of incorporation and inquire about the documents and informa- founding tion that need to be submitted. Prepare them yourself or consult an attorney or fiduciary. The drafts of the docu- documents ments required for CR registration can be submitted to the Commercial Registry Office for pre-inspection. However, the Commercial Registry Office will only check if the documents are in keeping with mandatory law and not individ- For companies ually as to whether they are suitable and contain the necessary content. Further incorporation information and documents: – Official deed of incorporation. – Articles of association that clearly reflect all content stipulated by law (in particular company name, registered domicile and purpose of the company). When formulating the purpose of the company, avoid defining the field of activity too narrowly, in order to leave some room for potential future changes. However, descriptions which are too broad are not permitted (e. g. services of all kinds or manufacturing of goods of all kinds). – As the case may be, proof that the auditors as required by law have accepted their appointment (declaration of acceptance of appointment if this is not evident from the deed of incorporation). – For cash contributions: confirmation that shows at which bank the deposits have been made (if the banking institution is not mentioned in the deed of incorporation). – If the company does not have a legal domicile where it is registered: a written declaration issued by the domi- cile-holder that the company has been granted a legal domicile at the place where it is registered (c/o address). – Declaration of the founders that no other contributions in kind, acquisitions of assets, offsetting issues or special privileges exist other than what is stated in the presented documents (Stampa declaration). If contributions in kind, acquisitions of assets, intended acquisitions of assets, offsetting issues or special privileges exist, the following additional documents need to be submitted: – Contracts of contributions in kind with the required documents (inventory and/or acquisition balance sheets) – Contracts of acquisition of assets with the required documents (inventory and/or acquisition balance sheets) – Incorporation report signed by all founders – Unreserved confirmation of audit by a state-supervised auditing firm, accredited auditing expert or accredited auditor Leaflets, forms and examples are available from the websites of the cantonal Commercial Registry offices: www.zefix.admin.ch. Sole Proprietorship GmbH AG Legal situation in No action required If the share capital or company capital is covered by contributions in kind, this must be stated the event of contri- in the articles of association (Art. 628 paras.1 and 2 CO; Art. 777c subparas.1 and 2 CO), butions in kind and furthermore, special formalities need to be observed. The same applies if capital is paid in acquisition of assets cash, but with the intention to acquire significant assets on or after founding the company; see also section 2 of the Stampa declaration. Sole Proprietorship GmbH AG Pre-inspection of No action required It is recommended to submit the drafts required for registration in the commercial register in founding/incorpo- advance, for preliminary checking by the respective cantonal Commercial Registry Office. ration documents This takes approx. seven working days and generally costs between CHF 200 and 300. More extensive preliminary checks can be more expensive. Sole Proprietorship GmbH AG Notarization No action required Submit the documents that need to be notarized to the notary public as early as possible. The subscribers (for the AG) or the members (for a GmbH) must either be personally Founding/ present or legally represented by an appointee, and sign the foundation documents in the Incorporation presence of the notary public. They must produce official identification (e. g. passport). documents Legal representatives must also produce appropriate identification, as well as an officially certified power of attorney. All three legal structures Official certification All signatures on the commercial register application need to be officially certified. Certification can be done by of all signatures a notary, a town official or at the counter of the respective Commercial Registry Office. The individuals concerned must produce official identification. Duration: approx. 30 minutes. It is recommended to make an appointment in advance. Costs for certification per

signature: CHF 10 to CHF 30. and of the website gruenden.ch | While every effort has been made to ensure that accuracy of the information provided, no liability can be assumed for any errors or omission. | November 2012 n

CR = commercial register OCR = Ordinance on the Commercial Registry MWSTG = Federal VAT law gründe CO = Swiss Code of Obligations CC = Civil Code BD = Board of Directors

27 gründen publication body of the © Sponsoring F CHECKLIST FOR SETTING UP A COMPANY

All three legal structures Application at The application (self-prepared or form of the Commercial Registry Office) is to be submitted to the cantonal Com- the Commercial mercial Registry Office at the registered offices of the company. This can be done personally or by post. It is Registry Office advisable to order a commercial register excerpt.

The application is checked by the Commercial Registry Office. If the application documents are complete and legally compliant, the entry in the cantonal commercial register will occur within approx. 7 working days.

The text to be entered is forwarded to the Federal Commercial Registry Office. Once that Office has given its approv- al, the entry is completed in 1 to 2 working days. The Federal Commercial Registry Office subsequently arranges for publication of the entry in the Swiss Official Commercial Gazette (SHAB). This takes approx. 3 working days.

Registration fees: CHF 120 for sole proprietorships; CHF 600 for AG (there is an additional charge if capital exceeds CHF 200 000); CHF 600 for GmbH (there is an additional charge if capital exceeds CHF 200 000). CHF 20 for each office holder; CHF 30 for each signatory authority.

Further costs (based on the example of the Canton of Zurich): CHF 70 for preparation of an application, CHF 50 for a commercial register excerpt, CHF 80 for confirmation of entry prior to publication in the Swiss Official Commercial Gazette (SHAB), between CHF 5 and CHF 150 in official fees depending on the volume of work involved. GmbH AG As soon as the company is registered in the commercial register, a commercial register excerpt can be obtained to present to the bank. This entitles the company to use the capital deposited in the capital contribution account. The company (as a legal entity) is established, meaning it becomes a legal personality with its registration in the commercial register. The company is now fully entitled to act.

Legal acts prior to registration: Legal acts can be undertaken prior to registration in the commercial register. How- ever, in this case the acting individuals are personally as well as jointly and severally liable. They can only be re- leased from this liability if the liabilities are expressly incurred in the name of the company being established and are assumed by the company within three months upon registration of the company in the commercial register. Sole Proprietorship GmbH AG Securing of other No action required Possibly create an evidentiary document for Depending on the articles of association: required documents the shares (optional). issuing of shares, share certificates or eviden-

tiary documents concerning the status of Establish and maintain a shareholder shareholders. register (compulsory). Establish and maintain a share register (of holders of registered shares). Sole Proprietorship GmbH AG Start of Companies required to register in the commercial register Your duty to keep books of account commences bookkeeping also have the duty to keep books of account (Art. 957 with the registration of the company in the com- requirement para.1 CO). By contrast, companies that register in the mercial register. Provided receipts are available, the commercial register voluntarily are not subject to a com- cost incurred prior to this can be booked in the pulsory bookkeeping requirement. accounts as per the date of foundation.

Pursuant to Art. 70 MWSTG every taxable person is required to maintain his/her books of account in an orderly fashion and to structure them in a manner that helps to reliably and easily ascertain the relevant facts regarding taxability as well as for calculation of VAT on turnover and VAT on input. For businesses that are in any case required to keep ac- counts, the VAT calculation will be based on these books.

Taxable persons who are not subject to the CO-prescribed keeping of books of account are nonetheless advised (in their own interest) to follow the corresponding rules.

Irrespective of registration in the commercial register, self-employed persons (including freelancers and farmers) must observe the compulsory documentation and safe-

keeping duty for taxation purposes (cp. Art. 125 para.2 and of the website gruenden.ch | While every effort has been made to ensure that accuracy of the information provided, no liability can be assumed for any errors or omission. | November 2012

Federal Law on the Direct Tax to the Confederation DBG n www.admin.ch).

gründe Provided receipts are available, founding costs incurred in advance can be booked in the accounts as per the date of foundation.

CR = commercial register OCR = Ordinance on the Commercial Registry MWSTG = Federal VAT law CO = Swiss Code of Obligations CC = Civil Code BD = Board of Directors

27 gründen 28 publication body of the © Sponsoring F CHECKLIST FOR SETTING UP A COMPANY

Sole Proprietorship Registration with Contact your designated compensation fund and the family compensation fund concerning the registration of your the compensation self-employment as well as the mandatory OASI (AHV) payments and the family allowances for your employees. fund and family More information is available at www.ausgleichskasse.ch. compensation fund All three legal structures Further As a general rule, a commercial register excerpt, or more precisely, registration in the commercial register is neces- registrations sary when applying for a company telephone number. In some cases, a deposit needs to be paid per telephone or fax number (amounting to approx. CHF 800). The road traffic licensing office requires an excerpt from the com- mercial register for number plates and for the registration of company vehicles.

After founding the company All three legal structures Clarify Anyone carrying out a self-employed commercial and professional activity is liable to pay VAT, irrespective of VAT liability whether or not the intention is to make a profit.

Pursuant to VAT law (MWSTG) the threshold for mandatory tax liability is a domestic turnover of ≥ CHF100 000 (Art. 10 para.2 lit. a-c MWSTG). The following companies are exempt from VAT liability: enterprises with a domestic turnover of < CHF 100 000; non-profit, voluntarily managed sports and cultural clubs or charitable organizations with a domestic turnover < CHF 150 000; companies with their place of business abroad that supply services exclu- sively subject to the acquisition tax.

As soon as you meet the VAT-paying requirements you are required to register in writing and unprompted with the Swiss Federal Tax Administration in Berne within 30 days of meeting the VAT criteria. Pursuant to Art. 14 MWSTG, tax liability commences with the initiation of the business activity.

In principle, any company can apply for VAT registration even if exempt from VAT liability. For additional informa- tion, please consult the VAT relevant web pages of the Swiss Federal Tax Administration.

Both the VAT registration and the VAT questionnaire to check VAT liability can be completed online. However, the Swiss Federal Tax Administration recommends sending the documents with a legally binding signature by regular mail to the Swiss Federal Tax Administration.

It is also recommendable to check if you meet the conditions for one of the simplified accounting variants (net tax rate method pursuant to Art. 37 MWSTG or reporting of tax on the basis of the consideration collected pursuant to Art. 39 para.2 MWSTG).

Effective 1 January 2014, the company identification number will replace the six-digit VAT number used hitherto. The law on a company identification number entered into force on 1 January 2011. As a consequence of this law, a consistent identification number is assigned to every company in Switzerland. The registration in the official reg- ister of company identification numbers (UID-Register) of the Federal Statistical Office is free of charge. The Swiss Federal Tax Administration recommends companies to start using the company identification number forthwith, with the added reference: VAT. However, registration in the UID-Register does not mean that a VAT number is thus applied for automatically. This number needs to be obtained separately.

More information is available at www.estv.admin.ch. GmbH AG The VAT number can be applied for prior to registration in the commercial register. However, it only becomes valid once the company is registered in the commercial register. All three legal structures Take out the Take out the necessary insurances (inter alia: fire, water, operational liability). These generally cost between required insurances CHF 1000 and 5000 per year.

Personal insurances as outlined under the heading “Pre-inquiries concerning necessary insurances” (on page 23) also need to be taken out. All three legal structures Tax optimization The annual accounts must be in keeping with the law. The new accounting legislation is expected to enter into and of the website gruenden.ch | While every effort has been made to ensure that accuracy of the information provided, no liability can be assumed for any errors or omission. | November 2012

measures force at the beginning of 2013. This legislation can be applied from the day of entering into force. After the expiry n of the transitional period (expected to be the beginning of 2015) it will become effective for all companies.

If in the best long-term interest of the company and the shareholders, the creation of hidden reserves is still gründe permitted in Switzerland.

Note should be taken of the fact that the tax regulations differ from canton to canton. Therefore, it is advisable to consult a fiduciary or tax advisor for the tax optimization of annual accounts.

There are ways to optimize the tax position of companies and entrepreneurs as private persons. For example, private persons can transfer amounts to the pillar 3a or buy into a pension fund, provided they are a member of a pension fund.

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Sole Proprietorship GmbH AG Tax optimization Self-employed persons can voluntarily join the pension In the initial years after setting up a company, taxation measures fund of their employees or seek insurance via their pro- tends not to be very topical. However, as soon as a com- fessional association. Self-employed persons who de- pany has established itself and is financially successful, cide to join a pension fund when in so-called “middle- tax optimization becomes important. As a case in point, age” tend to have considerable contribution gaps. Thus, the owners of capital companies need to think about in practice, correspondingly high purchases of addition- how payment is to occur (keywords: income or divi- al pension benefits are possible. Self-employed persons dends). A purchase of pension benefits also needs to be who voluntarily join a pension fund have the same looked into, and the advantages and drawbacks as- occupational pension choices as the employees. By na- sessed. Very often, it is worthwhile to seek the advice ture, the business results of self-employed persons are of an expert. subject to greater fluctuations then employee incomes. Therefore, “finetuning” by way of purchase of additional pension benefits in good business years is important so as to reduce progressive taxation effectively.

All three legal structures Start of develop- Congratulations! You have completed the company founding phase and can now move on to the development ment phase phase. The activities in the first few months are decisive for the future of your company. It is important to keep careful track of key factors.

Even after setting up your company, there are several requirements which need to be taken into account: on the one hand, those stipulated in the CO (inter alia: duties of the corporate bodies, retention of a share register if there are registered shares, ordinary general meeting within 6 months of the close of the financial year). On the other hand, there might be industry-sector-specific permits in need of renewal or other conditions that require fulfilling. Furthermore, the commercial register stipulates specific requirements (e. g. mandatory accounting and retention duty). Other duties are also defined in the articles of association of the GmbH or the AG.

In addition, there are social security and tax obligations, as well as duties resulting from contracts with customers, suppliers or employees.

Henceforth, it is essential that you keep these duties in mind.

Useful information sources www.ausgleichskasse.ch Compensation funds of Switzerland > cantonal compensation funds

http://bewilligungen.kmuinfo.ch Permit platform of the Confederation

www.bfm.admin.ch Federal Office for Migration

www.ch.ch Swiss information portal

www.estv.admin.ch Swiss Federal Tax Administration > VAT

www.finma.ch Swiss Financial Market Supervisory Authority FINMA

www.ezv.admin.ch Federal Customs Administration

www.invest-in-switzerland.com Invest in Switzerland > Trade & Investment Promotion > cantonal business and economic development offices

www.kmu.admin.ch SME portal of SECO > inter alia addresses

www.kmunext.ch KMU NEXT foundation for SME succession

www.kmu.unisg.ch Swiss Institute for SMEs, University of St. Gallen

www.osec.ch Business Network Switzerland

www.startbiz.ch SECO counter to help set up companies online

www.seco.admin.ch State Secretariat for Economic Affairs SECO

www.statistik.admin.ch Swiss Federal Statistical Office and of the website gruenden.ch | While every effort has been made to ensure that accuracy of the information provided, no liability can be assumed for any errors or omission. | November 2012 n

www.suva.ch SUVA Swiss Accident Insurance Fund gründe www.treuhandsuisse.ch SWISS FIDUCIARY ASSOCIATION

www.treuhand-kammer.ch Fiduciary Chamber

www.swisslawyers.com Swiss Bar Association www.zefix.admin.ch Federal Office for the Commercial Register

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Sponsorship Awards and Competitions

International Best of Swiss Web Life Sciences Prize Swiss award for e-business Under the patronage of the Swiss Biotech Bodensee Innovationspreis and internet. Association and BioValley Platform Award for innovative developments in the www.bestofswissweb.ch Basel, awarded to promising life science Lake Constance region. CH Open Source Awards companies. www.bodensee-innovationspreis.info www.ossawards.ch www.lifesciencesprize.ch European Biotechnica Award DebioPharm Group Life Sciences Milestone – Swiss Tourism Award Award for the development & implemen- Awards/Switzerland For innovative projects in Swiss tourism. tation of innovative business ideas. www.debio.com/responsibility/awards www.htr-milestone.ch www.biotechnica-award.de Design Preis Schweiz Norman Foster Solar Award EUROWARDS www.designpreis.ch Award for the best integrated European award for entrepreneurs. PlusEnergyBuilding (PEB). Entrepreneur of the Year www.eurowards.com www.solaragentur.ch Award presented by Ernst & Young for Eurosolar exceptional entrepreneurs; part of the global Prix Zonta – Award for women scientists European solar award for innovative projects competition of the same name. Awarded by Zonta Switzerland and focusing on the use of renewable energy. www.ey.com/home Liechtenstein. www.eurosolar.de www.zonta.ch ENTERPRIZE ISPO AWARD Award of the ENTERPRISE Foundation for en- Prix du Jeune Entrepreneur (PJE) Award for innovative developments in the trepreneurial spirit in vocational education. Innovation awards for graduates of HSG, field of sports. www.enterprise-stiftung.ch EPFL and ETHZ as well as the Ecole hôtelière www.ispo.com/award de Lausanne. ESPRIX ISPO BRANDNEW Award www.cce-suisse.com Swiss Award for Excellence Award for sports items and products. www.esprix.ch Radix – Gesunde Gemeinde www.ispo-brandnew.com National award “healthy municipality” or FemPrix James Dyson Award “healthy city” for exemplary concepts to Award for the dissemination and implemen- International design award. promote and protect health in municipalities tation of women and gender research. www.jamesdysonaward.org and cities. www.femwiss.ch MediaAward www.radix.ch Gebert Rüf Stiftung Award for start-ups in the categories Swiss Robotics Cup Grant-making activities to support effective communication concepts, print media and For inventers, tinkerers and technicians projects that create value. web presence. focusing on robots. www.grstiftung.ch www.media-award.de www.robocup.ch Heuberger Winterthur Red Herring Award Swiss Solar Prize Young Entrepreneur Award Top 100 tech start-ups in the world For the most innovative renewable energy The largest financial award for young entre- www.redherring.com projects. preneurs in Switzerland; awarded to innova- www.solaragentur.ch R. I. O. Award tive young entrepreneurs. For innovative products, processes and ser- www.jungunternehmer-preis.ch SEIF Swiss Start-up Award vices that create added value with reduced Award and platform for social entrepreneurs. HUB Fellowship energy and material consumption. http://seif.org Award combined with an incubator program www.rio-innovation.de (coworking space and coaching) for sustain- START-UPS.CH Awards SAM/SPG Sustainability Leadership Award able and social entrepreneur projects. Best business idea award for one entrepre- For achieving excellence in the implemen- www.hubzurich.org neur respectively from the Ticino, the Ger- tation of sustainability principles. man-speaking and the French-speaking part Idee Suisse Awards www.sustainability-award.com of Switzerland, to set up their companies. Innovation awards, esp. creativity and inno- www.startups.ch Schweighofer Prize (Holz) Europa vation award, of the Idee Suisse network. European innovation award for forestry, www.idee-suisse.ch SVC Entrepreneur Award wood technology and timber products. Awards for SME gems in 7 economic and IMD Start-up Competition www.schweighofer-prize.org 3 language regions of Switzerland The IMD Business School awards MBA www.swiss-venture-club.ch Veuve Clicquot Business Women Award programs to promising Swiss start-ups. Award for the woman entrepreneur of the www.imd.org Swisscanto Swisstainability year, sponsored by the champagne company Innovation Award Innovation Award “Ecosport” of the same name. www.g-21.ch/award for the SPIRIT of SPORT www.prix-veuve-clicquot.de Award for the most outstanding environ- Swiss Economic Award Most renowned award for young entre- National mentally-friendly measures at sports events. www.ecosport.ch preneurs in Switzerland. Presented annually Axa Innovation Award at the Swiss Economic Forum. Innovation awards of Electrosuisse Award for the most revolutionary business www.swisseconomic.ch/award To promote the electrical engineering 2012 | November gruenden.ch website and of the idea with the best business plan. n profession. Swiss ICT Award www.axa-winterthur.ch www.electrosuisse.ch Award for successful ICT entrepreneurs. Best of Swiss Gastro Award www.swissict-award.ch gründe Innovation Award of Schweizer For innovative and interesting Swiss catering Assekuranz Swiss Logistics Award and restaurant businesses. Award for insurance companies and For exceptional achievements in the www.bestofswissgastro.ch insurance brokers. logistics sector. www.innovationspreis-assekuranz.ch www.swisslogisticsaward.ch

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Swiss Technology Award Northwestern Switzerland Zug Young Entrepreneur Award of the Champions league for technological Business Park and Technology Forum innovations. Aargau Entrepreneur Award 12 start-ups present their business ideas at www.swiss-innovation.com/award For the best SMEs in Aargau. an event. The audience chooses the winner. Top 100 Start up Award www.akb.ch www.businessparkzug.ch Award for the 100 best Swiss start-ups. InnoPrix SoBa www.startup.ch/award Promoting innovative product and service Valais Swiss Environmental Award ideas in the . www.baloise.ch/innoprixsoba BioArk Award Prize money for technological, process- Award of the Foundation for Innovation in or product-oriented innovations. Recogni- Jungunternehmerpreis Nordwestschweiz the Valais, for the most innovative projects tion award “Ecopreneur” honouring the re- Award for innovative companies in in the fields of biotechnology and medical di- cipient’s special commitment to protecting Northwest Switzerland. agnostics. the environment. www.jungunternehmerpreis.ch www.bioark.ch/de/prix www.umweltpreis.ch Solothurner Unternehmerpreis Prix Créateur BCVS venture Award for innovative companies in Award of the Valais Cantonal Bank to pro- Largest business plan competition in Solothurn. mote start-ups in the Valais. Switzerland; held every two years. www.unternehmerpreis.ch www.prixcreateursbcvs.ch www.venture.ch Prix DEBIOPHARM/Valais venture kick Zurich/Eastern Switzerland Valais motivational award for innovative ac- Supports innovative business ideas of uni- Betriebliche Gesundheitsförderung tivities in the fields of science and life tech- versity graduates. Winning projects receive Zurich award for the promotion of health at nology. a seed capital of up to CHF 130 000. the workplace. www.debiopharm.com www.venturekick.ch www.gesundheitsfoerderung-zh.ch venture leaders – the Swiss national MSM Genesis Western Switzerland start-up team Winterthur competition for sustainable The winners receive ten-day business devel- Awards for graduates of the École start-up companies. opment training in Boston and the chance Polytechnique Fédérale de Lausanne EPFL www.msmgroup.ch to build and expand their network in the US. http://commission-recherche.epfl.ch www.venturelab.ch Startfeld Diamant Eclosion Prize Award for young entrepreneurs presented Watt d’Or A springboard to start-up success. by the St. Gallen Cantonal Bank and the Award for the best energy projects and www.eclosion.com Startfeld Foundation. products. Innovation awards of the Canton www.sgkb.ch www.bfe.admin.ch of Fribourg IHK Award XAVER Event Award In the categories start-up, Recognition award of the Thurgau chamber For events that offer a unique experience. SME and cleantech. of industry and commerce for the best www.xaveraward.ch www.innovationfr.ch graduate of Constance University of Applied Young Entrepreneur Award of the PERL – Prix Entreprendre Région Lausanne Sciences. For companies in the Lausanne region. W. A. de Vigier Foundation www.ihk-thurgau.ch Oldest development award for start-ups www.lausanne-region.ch Swissregiobank Business Award (since 1989); each year, 5 × 100 000 CHF Prix du développement durable Genevois Motivational award for companies are awarded for innovative business ideas. Sustainable development award for in the Wil region. www.devigier.ch companies in the Geneva region. www.wifo-regionwil.ch ZKB Sustainability Award www.ge.ch Thurgauer Apfel For Swiss SMEs that make an outstanding Prix BCN Innovation Motivational award presented by the contribution to sustainable development. Award for young entrepreneurs from the Thurgau economic community. www.zkb.ch/nachhaltigkeitspreis Canton of Neuchatel, to promote scientific www.ihk-thurgau.ch ZKB Pioneer Award Technopark® and technical innovations. Thurgau SME Women’s Award Swiss innovation award for a fully-developed www.bcn.ch/soutien/economie Recognition and motivational award. technical product before market entry. Prix InnoKick of HEIG-VD www.kmufrauen-thurgau.ch www.technopark.ch Award for SMEs and start-ups to promote the development of innovative ideas in the Central Switzerland Regional fields of marketing, design and engineering. www.innokick.ch Berne/Midlands Innovation Award of the Chamber of Industry and Commerce of Central Prix du développement durable jurassien Berner Businessplan Wettbewerb Switzerland For companies in the . Development of innovative business ideas. www.hkz.ch www.jura.ch www.entrepreneurship.unibe.ch Zentralschweizer Neuunternehmer-Preis Prix “Coup de Pouce” aux jeunes Burgdorf Inno Award Six nominated young companies in Central entrepreneurs de la Fondation de For innovative student projects of the Berne Switzerland are given the opportunity to pre- Dr. René Liechti

University of Applied Sciences. sent themselves in the D4 Business Center www.fondation-liechti.ch 2012 | November gruenden.ch website and of the www.burgdorfer-innopreis.ch in Root. The winner is awarded 10 000 CHF. Prix Strategis n Ypsomed Innovation Award www.gewerbe-treuhand.ch For young companies in Suisse Romande gründe Promotion of knowledge and technology Zug Innovation Award promising growth. transfer at universities and universities Awarded to companies that have created www.prixstrategis.ch of applied sciences in the Espace Mittelland jobs in the Zug economic area using inno- Prix VITTOZ “Cap International” region. vative and sustainable business models. For spin-offs of EPFL, to promote entry www.innovationsfonds.ch www.zug.ch/innovationspreis into the US market. www.parc-scientifique.ch

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