Conversion into a GmbH or AG

Firmbase prepares the documents, organises the notarisation and files the application with the commercial register office.

Sole proprietorship or general partnership CHF 997, GmbH from CHF 1'497 excl. VAT, notary fees included.

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What Firmbase takes care of in a conversion

The route depends on the current legal form. A GmbH that becomes an AG converts under the Merger Act and remains the same legal entity. For a sole proprietorship or general partnership, a new GmbH or AG is formed; the business passes to it as a contribution in kind, and the previous firm is deleted from the commercial register where it is registered.

You or your fiduciary provide the required balance sheet as at the reference date and further evidence. We prepare all required documents and the draft of the public deed, organise and coordinate the notarisation and file with the commercial register office. We also organise and coordinate the audit.

Process up to the commercial register entry

Record
State the current legal form, the target form and the capital; you or your fiduciary provide the balance sheet and further evidence
Who
You
Documents
We prepare the documents and coordinate the audit confirmation
Who
Firmbase
Sign
You sign the powers of attorney, contracts and filings
Who
You
Notarisation
We organise and coordinate the notarisation with the notary
Who
Firmbase
Entry
Filing with the commercial register office, entry and publication in the SOGC
Who
Firmbase, commercial register office

From your current to your new legal form

Transferring a sole proprietorship into a GmbH or AG

If you want to turn your sole proprietorship into a GmbH, you legally form a new company. The business passes with its assets and liabilities to the new GmbH or AG as a contribution in kind; if the sole proprietorship is entered in the commercial register, it is deleted. You continue your business in the new company.

This also applies to a sole proprietorship that is not entered in the commercial register; the business's assets must exceed its liabilities. In the standard case you form the new company on your own and the transferred business covers the capital. A GmbH needs a share capital of at least CHF 20'000, fully paid in at formation; an AG needs at least CHF 100'000, of which at least CHF 50'000 must be paid in. More on this under converting a sole proprietorship into a GmbH. For debts incurred before the transfer, you remain liable alongside the company for a certain period of time.

Transferring a general partnership into a GmbH or AG

For a general partnership we offer the same route as for a sole proprietorship, at the same price. As partners, you form the new GmbH or AG and take its GmbH shares or shares yourselves. The general partnership transfers its business with its assets and liabilities to the new company as a contribution in kind and is dissolved and deleted from the commercial register at the same time. No separate liquidation is needed.

The general partnership must be entered in the commercial register and have more assets than liabilities. You or your fiduciary provide the required balance sheet as at the reference date and further evidence; they cover the whole business, because anything not clearly assigned would remain with the general partnership. We prepare the documents for the formation, the asset transfer, the dissolution and the deletion and organise and coordinate the notarisation; dissolution and deletion of the general partnership are included in the price. For debts incurred before the transfer, you remain liable alongside the company for a certain period of time.

Converting a GmbH into an AG

In a conversion under the Merger Act, the GmbH changes its legal form and remains the same legal entity, with its contracts and employment relationships. “Muster GmbH” becomes “Muster AG”.

The capital comes first. The existing capital must be covered: according to the balance sheet, the GmbH's assets less its liabilities must at least equal its capital. If losses prevent this, the company must be restructured before the conversion. An AG needs a share capital of at least CHF 100'000. If your GmbH already has that much capital, it becomes the share capital. If it has less, it is increased by a cash contribution to at least CHF 100'000 before the conversion resolution, in the same deed; the price with capital increase applies.

Our fixed price is built on the simplified procedure that the Merger Act allows small and medium-sized companies (SMEs). All members jointly waive three steps the law otherwise requires: the management's conversion report, the audit of the conversion by a licensed audit expert, and the 30-day period in which the documents are open for inspection before the resolution. You or your fiduciary provide the required balance sheet as at the reference date and further evidence; we prepare the conversion plan and all other required documents and organise and coordinate the notarisation. More on this under converting a GmbH into an AG.

Audit confirmation

For a sole proprietorship or general partnership, the new company is formed with a contribution in kind. The founders set out in a written formation report what is contributed, in what condition and whether the valuation is appropriate. A licensed auditor examines the report and confirms in writing that it is complete and correct.

We also organise and coordinate the audit. The cost of the audit confirmation is not included; it depends on complexity and scope.

Individual solutions for your company

For the standard case of each route we work with our standard documents at a fixed price. If your project has special features that the standard does not cover, we prepare the documents individually and handle the order personally. The effort depends on the scope and complexity of your case; you receive an individual quote.

Your own articles of association

Every route ends with a GmbH or AG with new articles of association. By default we use the Firmbase standard articles; when a GmbH becomes an AG, they replace the previous version entirely. If your articles contain special rights or obligations of the members or shareholders that should remain, or if you have your own version for the new company, we use your articles on request: we review them, incorporate the required provisions and, if they exist only as a PDF, convert them into an editable version.

Special projects

The fixed price for a sole proprietorship or general partnership applies if the previous owners form the new company and the transferred business covers its capital. If the business includes real estate whose transfer requires an additional notarial deed, we prepare the documents individually. The same applies if a GmbH increases its capital with a contribution in kind before converting into an AG. We clarify with you what your project needs, prepare an individual quote and accompany it until the entry.

Meeting with formal notice

The members' meeting decides on the conversion of a GmbH into an AG. In the standard case it is held as a universal meeting: every member is represented under a power of attorney that we prepare. This removes the need for a formal notice and notice periods, and the notarisation can take place as soon as the powers of attorney are signed.

If not all members can grant a power of attorney, the meeting is convened formally. The statutory notice period is 20 days unless the articles provide otherwise. We accompany such a meeting too, align the notarisation with it and quote this support individually.

Scope of services and prices

Prices of the conversions
Service	Price excl. VAT
Sole proprietorship or general partnershipformation with a contribution in kind
into a GmbH	CHF 997
into an AG	CHF 997
GmbH into an AGconversion under the Merger Act
share capital of at least CHF 100'000	CHF 1'497
with a capital increase by cash contribution to at least CHF 100'000	CHF 2'497
Individual
additional cash contribution or real estate	individual quote
capital increase with a contribution in kind before converting into an AG	individual quote
own articles instead of the Firmbase standard articles	individual quote
meeting with formal notice	individual quote

All prices excl. VAT. The price with capital increase covers the capital increase and the conversion in the same deed. For a general partnership, dissolution and deletion are included, for a registered sole proprietorship the deletion.

Included

for a sole proprietorship or general partnership: transfer agreement, articles and formation report of the new company
for a GmbH: conversion plan, articles of the AG, waiver declarations of the members and formation report
Draft of the public deed, organisation and coordination of the notarisation, notary fees
Filings with the commercial register office and their submission
Organisation and coordination of the audit
Free advice and professional support

Not included

Commercial register office fees
Bank fees
Certification of signatures
Cost of an audit confirmation where the law requires one, for example for a contribution in kind
Balance sheet and further evidence; you or your fiduciary provide them

We guarantee the entry in the commercial register. If the office rejects the filing, we correct the documents free of charge, with a supplementary notarisation if necessary.

Frequently asked questions

Not within the meaning of the Merger Act, which does not provide for converting sole proprietorships. You can still continue your business in a GmbH or AG: a new company is formed, the business passes to it as a contribution in kind, and a registered sole proprietorship is deleted. We support this route.

No. A sole proprietorship that is entered in the commercial register transfers its business by an asset transfer under the Merger Act and is deleted at the same time. A sole proprietorship without an entry contributes its business with assets and liabilities to the new GmbH or AG as a contribution in kind. In both cases we prepare the formation documents and organise and coordinate the notarisation.

Transferring a sole proprietorship or general partnership into a GmbH or AG costs CHF 997 if the business includes no real estate, converting a GmbH into an AG CHF 1'497 or, with a capital increase, CHF 2'497, each excl. VAT and including the notary fees. The cost of the audit confirmation, the commercial register office fees and the certification of signatures come on top.

Yes. For a sole proprietorship or general partnership, the new company is formed with a contribution in kind, and a licensed auditor confirms the formation report. When a GmbH converts into an AG, the members waive the conversion report and audit. The commercial register office also requires a formation report as for a new formation; a licensed auditor examines it and confirms in writing that it is complete and correct. We organise and coordinate the audit confirmation; its cost is not included.

Yes. The company changes its legal form, and its legal relationships remain unchanged. It is neither dissolved nor newly formed, and contracts and employment relationships continue.

Request your conversion