What Firmbase takes care of when you form a GmbH
A limited liability company (GmbH) is formed when the founders declare in a public deed that they are forming a GmbH, adopt the articles of association and appoint the management. Legally it exists from its entry in the commercial register. For the formation we prepare all required documents and organise and coordinate the notarisation with the notary; we then file the application with the commercial register office.
Before we prepare the documents, we check your details: whether the company name is permissible and still available, whether the purpose makes your business activities clear to third parties, and whether the intended management meets the legal requirements. You pay the share capital into a capital deposit account at a bank; the bank's confirmation is presented at the notarisation.
If you already run a sole proprietorship or a general partnership, the existing business can be transferred into the new GmbH. There is a separate process for this under Convert a sole proprietorship into a GmbH. If you are forming the company from abroad or do not have a person resident in Switzerland, our offer for international founders takes you through it.
Process up to the commercial register entry
Record
Enter the company name, purpose, seat, share capital, members and management online
- Who
- You
Documents
We check the company name and purpose and prepare the documents
- Who
- Firmbase
Capital payment
You open a capital deposit account and pay in the share capital; the bank confirms the payment
- Who
- You and your bank
Sign
You sign the articles of association, declarations and power of attorney
- Who
- You
Notarisation
We organise and coordinate the notarisation of the formation with the notary
- Who
- Firmbase
Entry
Filing with the commercial register office, entry and publication in the SOGC; the bank then releases the capital
- Who
- Firmbase, commercial register office
Share capital and capital deposit account
The share capital of a GmbH is at least CHF 20'000. It is divided into GmbH shares whose nominal value must be greater than zero; the founders subscribe for them in the deed of incorporation, and every member holds at least one share. At formation, the full amount must be paid in for every share.
A cash payment goes into a capital deposit account that a bank opens for the future company. There the money is available exclusively to the GmbH, and the bank releases it only once the GmbH is entered in the commercial register. Its confirmation of the payment is one of the documents that must be available at the notarisation. After the release, the share capital is the company's assets, which it uses to run its business; it may not be repaid to the members.
In the standard case you form the company in Swiss francs with a cash contribution. We handle a formation with assets instead of money (contribution in kind), such as vehicles, equipment or a shareholding, personally at a fixed price; you do not enter it in the online form but through an enquiry. If real estate is part of the contribution, we prepare an individual quote.
Company name, purpose and seat
The company name must contain the legal form, that is “GmbH”, and differ clearly from the names of other commercial companies and cooperatives already registered in Switzerland. We check the name for permissibility and availability; we guarantee the registration of the name we confirm to you as permissible. We word the purpose so that it makes your field of activity clear to third parties and fits the company name. Whether a similar earlier company name or a trademark stands in the way is decided by a court in a dispute; check trademarks as well.
The political municipality is entered as the seat, together with an address where the GmbH can be reached there. This can be its own address or a c/o address with a domicile provider; in the second case the provider's declaration is part of the application, and we prepare this domicile declaration. If you do not have an address yet, you can choose the Firmbase business address in Baar, Zug as the seat in your formation order.
Members, management and auditor
A GmbH can be formed by a single person; members can be individuals or companies. The members are entered in the commercial register with the number and nominal value of their GmbH shares and can therefore be seen by the public. In an AG the shareholders are not entered, and later changes among them are not public; whoever subscribes for the shares at formation is, however, named in the deed of incorporation, which can be inspected at the commercial register office: Form an AG.
By law all members manage the company jointly unless the articles of association provide otherwise; the deed of incorporation records who the managing directors are. Only individuals can be managing directors. At least one person who can represent the GmbH must be resident in Switzerland and be a managing director or director.
A GmbH with no more than ten full-time positions on annual average can waive the limited audit with the consent of all members; the founders declare this waiver at formation. If the GmbH is to have an auditor, we include it in the formation documents and prepare its declaration of acceptance.
Scope of services and price
| Service | Price excl. VAT |
|---|---|
| Formation of a GmbHshare capital from CHF 20'000 | |
| Formation with a cash contribution in Swiss francs | CHF 497 |
| Formation with a contribution in kind | CHF 797 |
| Share capital in a foreign currency | individual quote |
All prices excl. VAT.
Contribution in kind without real estate: enquiry. With real estate, we prepare an individual quote.
- Check of company name and purpose
- Articles of association, declarations, powers of attorney and application
- Draft public deed, organisation and coordination of the notarisation, notary fees
- Submission to the commercial register office
- Free advice and professional support
- 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
We guarantee the entry in the commercial register. If the office rejects the application, we correct the documents free of charge, with a supplementary notarisation if necessary.
Frequently asked questions
For the formation with a cash contribution you pay Firmbase CHF 497 excl. VAT; documents, organisation of the notarisation and notary fees are included. On top comes the commercial register office's fee for the new entry of CHF 420, plus any outlays; the office invoices it directly to the company. You also pay bank fees for the capital deposit account and any signature certifications. The share capital of at least CHF 20'000 is not a fee; it remains the GmbH's assets. After the formation, private companies regularly send invoices that look like those of the commercial register office. You do not have to pay these invoices.
The share capital is at least CHF 20'000 and must be paid in full at formation. A GmbH cannot be formed without capital. Instead of money, a founder can also contribute assets, such as vehicles or equipment; this contribution in kind requires an agreement, a formation report and the confirmation of a licensed auditor.
In the capital deposit account the founders deposit the share capital with a bank, exclusively for the future GmbH. The bank confirms the payment for the notarisation and releases the money as soon as the GmbH is entered in the commercial register. The GmbH then uses it for its business, for example for equipment, rent or salaries. It may not be repaid to the members.
- a company name with the addition “GmbH” that differs clearly from registered companies,
- a purpose and a seat in a Swiss municipality with an address,
- at least one member,
- share capital of at least CHF 20'000, paid in full,
- at least one managing director or director resident in Switzerland who can represent the GmbH,
- an auditor or a waiver of the audit.
You enter these details in the formation order; we check them before we prepare the documents.
Usually not. At the notarisation the founders are represented under a power of attorney that we prepare; you sign it together with the articles of association and declarations and have your signature certified, on paper or electronically. Anyone who becomes an authorised signatory as managing director also deposits their certified signature with the commercial register office. Certification costs are not included in our price.
That depends on how quickly the bank opens the capital deposit account and confirms the payment, when all signatures are in and the date for the notarisation is set, and how quickly the commercial register office at the GmbH's seat processes the application. In our experience it takes one to four weeks from entering the details to the entry. The GmbH exists from its entry in the commercial register. Anyone who concludes contracts in its name before then is personally liable for them; if the GmbH takes over such obligations within three months of the entry, only the GmbH is liable.
Yes. The contributed asset must be capable of being shown in the balance sheet, transferred to the GmbH and realised. It requires a written contribution-in-kind agreement, provisions on it in the articles of association, a formation report by the founders and the audit confirmation of a licensed auditor. We offer this formation at a fixed price of CHF 797 excl. VAT; the cost of the audit confirmation is not included. Send us an enquiry and we will go through the order details with you personally; this service is not booked through the online form. If real estate is part of the contribution, we prepare an individual quote.
Only the GmbH's assets are liable for its debts, not the members' private assets. In return you commit at least CHF 20'000 of share capital, the GmbH as a legal person must keep accounts and prepare annual financial statements, and the members appear in the commercial register. Whether it is worthwhile depends on how much risk your activity carries and whether your clients expect a limited company. If you already run a sole proprietorship, you can later transfer the business into a GmbH: Convert a sole proprietorship into a GmbH.
