What is GmbH?
GmbH is a private limited liability company in Switzerland. Similar entities exist in other jurisdictions, such as the Limited Liability Company (LLC) in the United States, the Société à Responsabilité Limitée (SARL) in France, and the Private Limited Company (Ltd) in the United Kingdom. These structures share common characteristics, primarily offering limited liability to their shareholders, flexible management, and a separate legal entity status. Swiss GmbH can be established with just one founder, as a single individual is sufficient to act as the sole shareholder and founder.
Share Capital
The share capital requirement for GmbH in Switzerland is relatively low compared to other European countries. The minimum share capital for a GmbH is CHF 20,000, and it can be contributed in cash or in kind. Partners' liability is limited to their respective contributions, providing protection for personal assets.
Governing Bodies
The governance structure of a Swiss GmbH typically consists of two main bodies: the General Meeting of Shareholders and the Managing Director(s). In compliance with Swiss regulations, at least one director of the GmbH must be a resident of Switzerland.
GmbH vs. AG
While both GmbH and Aktiengesellschaft (AG) are popular business structures in Switzerland, GmbH offers several advantages over AG:
- Lower Share Capital Requirement: GmbH requires a minimum share capital of CHF 20,000, whereas AG requires CHF 100,000.
- Simplified Governance: GmbH's governance structure is simpler than AG's, making it more suitable for small and medium-sized businesses.
- Flexibility in Management: GmbH allows for greater flexibility in management and decision-making processes, as there are fewer statutory requirements compared to AG.
Public Information on Shareholders in Switzerland
- Disclosure in the Commercial Register: The names and ownership stakes of all shareholders of a Swiss GmbH must be recorded in the commercial register. This information is publicly accessible, ensuring transparency and accountability.
- Updates to Shareholder Information: Any changes in the shareholder structure, such as the transfer of shares or changes in ownership percentages, must be promptly updated in the register.
- Access to Information: The commercial register entries can typically be accessed online via the cantonal register platforms or the central Swiss Commercial Register database.
- Protection of Privacy: While the names and ownership stakes are disclosed, sensitive personal data may be redacted or limited to authorized parties.
This level of transparency builds trust among business partners and stakeholders, prevents fraudulent activities, and ensures compliance with legal and financial obligations. However, business owners should be aware that public access to shareholder information might also lead to potential privacy concerns.
To sum up, GmbH offers flexibility, limited liability, and simplified governance structures. At the same time GmbH has its peculiarities. For example, GmbH assumes more publicity: information about the founders of GmbH is always published in the state register.
The process of opening GmbH is illustrated in the below picture:
