A person starting alone and without statutory minimum capital can establish a sole proprietorship (Einzelfirma). The business and its owner are not legally separate, which makes personal liability a central feature. A limited liability company (GmbH) is a legal entity and requires at least CHF 20 000 in fully paid-in capital. Its members and quota shares are publicly recorded in the Commercial Register (Handelsregister). A stock corporation (AG) requires at least CHF 100 000 in share capital, of which at least CHF 50 000 overall and at least 20 percent of each share must be paid in. It separates ownership and management more clearly and usually facilitates the acquisition or transfer of ownership interests. Anyone choosing a legal structure should assess liability, available capital, ownership distribution, management, taxation, social insurance status and administrative effort together. Choosing a legal structure does not replace checking permits or registering with the responsible authorities. Depending on how an acquisition is structured, the existing legal entity or only selected assets, liabilities and contracts may remain in place. A share purchase is possible only for a company with transferable ownership interests. In the case of a sole proprietorship, the acquisition generally takes place through the transfer of the business or individual assets, liabilities and contractual relationships. Customer relationships, staff, permits, intellectual property, taxes and hidden obligations are therefore part of the due diligence for an acquisition. The formation or acquisition structure should also suit future owners, financing, growth, succession and sale. A later change is possible, but it may affect contracts, assets, taxes and official procedures.
Business Formation and Acquisition Structures in Switzerland
An entrepreneurial activity in Switzerland can be established as a sole proprietorship, limited liability company, stock corporation or through the acquisition of an existing business. The structure determines who owns and manages the business and how liability, capital, taxes and social insurance are treated. A new formation offers more freedom to shape the business, while an acquisition may include existing customers, contracts, staff and risks.