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Formation audit

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Simple company formations, as part of which the capital is paid in in cash (via the bank), do not require an audit. However, if a “qualified formation” takes place, the law requires (art. 635a Swiss CO) an audit of the formation report by the responsible auditor. A qualified formation is said to take place if the capital of the newly formed company is paid in using the following deposits:

  • Contributions in kind (e.g. furnishings, securities, assets of an existing company)
  • Granting founder advantages (e.g. founder’s right to use the company’s facilities)
  • Offsetting (offsetting of the founders’ accounts receivable)
Good to know

The formation of a stock company or a company with limited liability (GmbH) from an existing sole proprietorship is possible in two ways:

If the sole proprietorship is registered in the commercial register, the transfer has to take place according to the regulations of art. 69ff of the Swiss Mergers Act. The transfer of assets and liabilities takes place in one act (so-called “universal succession”). If the sole proprietorship is not registered in the commercial register, the transfer of the shares and liabilities of the company takes place as part of a “singular succession” in line with art. 181 para. 1 Swiss Code of Obligation.

The advantage of transferring assets in line with art. 69ff Swiss Merger Act is that not only individual assets and liabilities can be transferred, but all legal relationships too – including contracts with third parties and work agreements.

Project Lead
Project Lead
  • Daniel Carotta

    Daniel Carotta

    +41 44 533 76 00


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