General information

Just like the stock company, the limited company is a separate legal entity. Since January 1, 2008 the establishment of a limited company only requires one person, which can be a private individual or legal entity. The GmbH has to be represented by a person residing in Switzerland, who can either be member of the Board or a Managing Director.

Share capital

The minimum share capital of a limited company is CHF 20,000, which must be fully paid in upon formation of the company. As of January 2008 there is no cap on equity share capital. The minimum nominal value per share is CHF 100.00. In case of a recapitalization of shares the minimum nominal value can be reduced to CHF 1.00.

The governing bodies of the corporation

There may be three governing bodies:

1. The General Meeting of Partner´s
2. The management and
3. The auditors (not obligatory)

A limited company is an excellent option of registering a company in Switzerland. It is subject to an ordinary audit, according to the revised accounting law. However, there are exceptions concerning the size of the company. The requirements for an ordinary audit are the fulfillment of two of the following preconditions in two consecutive fiscal years:

• balance sheet total of CHF 10 million
• turnover of CHF 20 million
• yearly average of 50 fulltime positions

If these criteria are not fulfilled, a limited audit, being less extensive and profound, is required. If the limited company has less than 10 fulltime positions it may abstain from an audit.