As it grows, a business may need to change its legal form to better meet its objectives: asset protection, attracting investors, tax optimization, or simplifying governance. In Switzerland, these transformations are governed by the Code of Obligations and require careful planning.
We guide you through each step, from strategic decision-making to final registration, ensuring the transition complies with the law, without administrative disruption or legal risks.
Why transform?
Protection of personal assets (limited liability)
Desire to partner with others
Better credibility with clients and banks
Optimization of social and succession management
Main steps:
Creation of an LLC with the contribution of the sole proprietorship (contribution in kind or sale)
Deregistration of the sole proprietorship
Registration of the LLC with the Commercial Register
Why choose a SA?
Structure suitable for fundraising or investor entry
Shareholder anonymity
Main procedures:
Formation of the SA with the contribution of the sole proprietorship
Foundation report and verification by a certified auditor
Release of share capital (min. CHF 50,000.–)
Deregistration of the sole proprietorship
Registration of the SA in the Commercial Register
Common Reasons:
Seeking new investors or external financing
Improved governance (board of directors)
Easier access to capital markets
More favorable status for certain commercial or institutional activities
Main Steps:
Decision to transform made by the shareholders’ meeting
Revision of the statutes, adoption of the SA regime
Minimum release of share capital (CHF 50,000.–)
Notarial authentication and registration with the Commercial Register
Changing the legal form of your business is not something to improvise. From strategy to registration, each step must adhere to specific rules. With our support, you ensure a smooth, compliant, and secure transition.
No. The transformation can be carried out through asset transfer or contribution in kind, which allows for the continuity of contracts, personnel, and the business assets.
No. The transformation can be carried out through asset transfer or contribution in kind, allowing for the continuity of contracts, staff, and business assets.
They include tax errors, loss of rights (contracts, VAT, social insurance), or personal liability. Hence the importance of strict legal supervision.
Yes. Changing the legal form does not require altering the purpose, but it does necessitate adapting the statutes, governance structure, and capital.
Yes, any transformation involving a statutory modification must be authenticated by a notarial act, which incurs notary and registry fees.
There may be consequences regarding VAT, income tax, or stamp duties (especially in the case of contributions). We assist you in anticipating and minimizing tax burdens.
