Switzerland at a glance
Default split
Equal among partners
Startup entity
Gesellschaft mit beschränkter Haftung (GmbH / Sàrl)
Minimum capital
CHF 20,000 (~€21,000)
Community property
Yes
Formation cost
CHF 2,000–5,000 (notary required in most cantons)
Key legislation
Swiss Code of Obligations (OR), Art. 530–551 (partnerships), Art. 772–827 (GmbH)
Switzerland is not an EU or EEA member but has bilateral agreements with the EU. The country has 26 cantons, each with its own corporate tax rate, creating significant tax competition within Switzerland. Cantonal tax rates range from about 12% to 22% for corporate income. The Swiss GmbH requires CHF 20,000 minimum capital, the highest minimum in this directory. GmbH formation requires notarization as a federal requirement. Switzerland's IP Box regime offers reduced rates on qualifying intellectual property.
Default partnership rules in Switzerland
Under the Swiss Code of Obligations (Art. 533 OR), partners in a Kollektivgesellschaft (general partnership) share profits and losses equally by default. Each partner has equal management rights. Partners are jointly and severally liable for partnership debts. A partnership agreement can override these defaults. Swiss partnerships are governed by a combination of the partnership provisions in the OR and, for commercial partnerships, the additional provisions of Art. 552–593 OR. The partnership must be registered in the commercial register if it operates commercially.
The most important takeaway: profits are split equally by default in Switzerland, regardless of capital contributions. If you and a partner start a business and one of you invests €100,000 while the other invests €5,000, you still split profits 50/50 without a written agreement. This default can be overridden by a partnership agreement.
Gesellschaft mit beschränkter Haftung (GmbH / Sàrl) in Switzerland
The Swiss GmbH (Sàrl in French, Sagl in Italian) is the most common entity for startups. Minimum share capital is CHF 20,000, fully paid at incorporation. Formation requires notarization (a federal requirement under the Code of Obligations), and the cost ranges from CHF 2,000 to CHF 5,000 including registration fees. Shares (Stammanteile) can be structured with different values but each must be at least CHF 100. Share transfers require a written assignment agreement and, depending on the articles, may need shareholder approval. An AG (Aktiengesellschaft, public limited company) requires CHF 100,000 minimum capital.
Without a shareholders' agreement, the relationship between founders is governed by the country's default rules, which rarely account for the realities of a startup — where contributions change over time and early effort often goes uncompensated. An operating agreement or shareholders' agreement is essential. Use our equity calculator to determine a fair split based on actual contributions.
What happens when a partner leaves in Switzerland
In a Kollektivgesellschaft, a partner can withdraw with six months' notice. Death or bankruptcy of a partner dissolves the partnership unless the agreement provides otherwise. For GmbH companies, share transfers require written form and may require shareholder approval. The articles of association can include transfer restrictions. Minority shareholders have limited remedies under Swiss law; the most common remedy is a dissolution action (Auflösungsklage) under Art. 821 OR.
A written agreement should address departure terms specifically, including how the buyout value is calculated, the payment timeline, vesting schedules, and any non-compete provisions. Understanding the concept of dead equity is important for managing these situations. Learn more about how dead equity affects businesses.
Marriage and business equity in Switzerland
Switzerland's default matrimonial regime is Errungenschaftsbeteiligung (participation in acquisitions). Each spouse retains ownership of their assets during the marriage, but on divorce, the net acquisitions made during the marriage are shared equally. Business interests owned before the marriage remain separate property, but any increase in value during the marriage is shared. A marriage contract (Ehevertrag) can modify this regime. Swiss courts generally enforce marriage contracts if they were notarized and both parties had adequate counsel.
Important for Switzerland business owners: Switzerland uses Errungenschaftsbeteiligung (participation in acquisitions). Each spouse retains ownership of their assets, but acquisitions during marriage are shared equally on divorce. Business owners should consider a pre-nuptial or post-nuptial agreement to protect their equity interests.
Formation and cost details
| Main startup entity | Gesellschaft mit beschränkter Haftung (GmbH / Sàrl) |
| Minimum capital | CHF 20,000 (~€21,000) |
| Formation cost | CHF 2,000–5,000 (notary required in most cantons) |
| Default equity split | Proportional to share capital contributions |
| Default partnership split | Equal among all partners |
| Community property | Yes |
| Key legislation | Swiss Code of Obligations (OR), Art. 530–551 (partnerships), Art. 772–827 (GmbH) |
Frequently asked questions
What is the minimum capital for a Swiss GmbH?
The minimum share capital for a Swiss GmbH is CHF 20,000 (approximately €21,000), fully paid at incorporation. This is the highest minimum capital requirement in this directory. An AG requires CHF 100,000, of which at least CHF 50,000 must be paid at incorporation.
How do Swiss cantonal tax rates vary?
Switzerland has 26 cantons, each setting its own corporate tax rate. Effective rates range from about 12% (e.g., Zug, Nidwalden) to about 22% (e.g., Geneva, Basel-Stadt). This creates significant tax competition within Switzerland and is a key factor in choosing where to incorporate.
What is the default profit split in a Swiss partnership?
Under Art. 533 of the Swiss Code of Obligations, partners share profits and losses equally by default in a Kollektivgesellschaft (general partnership). This applies regardless of capital contributions. A written partnership agreement can change the split.
Is Switzerland in the EU?
No. Switzerland is not a member of the EU or the EEA. It has bilateral agreements with the EU that provide access to parts of the single market. Swiss companies can employ EU citizens and trade with EU countries, but the regulatory framework is different from full EU membership.
Related resources
- Equity calculator: find a fair split for your business
- Does your small business need an equity agreement?
- Equity for small businesses: the complete guide
- Dead equity calculator: how much is yours costing you?
- Slicing Pie calculator
- What is an operating agreement?
- All 32 European countries: partnership and formation laws
- US state directory: partnership and LLC default rules
Partnership laws in neighboring countries
Disclaimer: This page provides general information about Switzerland partnership and business formation laws and is not legal advice. Laws change, and the information here may not reflect the most recent amendments. The formation costs and capital requirements listed are approximate and may vary. Consult a qualified attorney licensed in Switzerland for advice specific to your situation. Equity Matrix is a software tool for tracking contributions and calculating equity; it does not provide legal services.
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