The limited liability company is one of the legal forms of companies, it is part of capital companies. The SARL is founded by one or more people and where the debts are not the responsibility of the owner. Therefore, it is ideal for any company wishing to develop a commercial activity. On this basis, what are the conditions to be fulfilled in order to be able to found a profitable company? How to manage it and ensure its longevity?
The SARL is made up of natural and / or legal persons (companies), local or international, the number of which is not specified. Its legal status grants it complete freedom after registration in the trade register.
The entrepreneur begins his foundation by depositing a fund in a bank. Then, in the presence of a notary, a certificate issued by the latter is signed. The latter also ensures the registration (request where the signatures of the managers are affixed to an authentic instrument indicating the organs and the articles of association) in the commercial register (art. 779, paragraph 1 CO). The amount payable at the start is equal to or greater than CHF 20,000, which these partners will be free to pay in cash or in kind. A share cannot have a minimum value of CHF 100.
The articles of association are obligatorily composed of regulations based on the company name, the registered office, the company goal, the amount of the company capital and the company shares, and the form for the publications. The law plans to improve the rights of employees by including them in the articles of association, but above all the establishment of a right of veto, the ban on competing and the commitment of additional deposits (art. 776 a CO) .
The assembly of partners is considered the highest in the hierarchical scale of the SARL. Indeed, the meeting of partners is the supreme privilege of the company. It has the right to revise the statutes, that is to say to modify or completely renovate them. It is free to appoint and dismiss the managers. Therefore, automatically, the assembly is in the capacity to establish the subsidies granted to the leaders and the right to confirm the confirmation of the annual balance sheet. In making decisions, the partners vote according to the nominal value of their shares. Without inducing the nominal value, a share may represent one vote, however, this nominal value must be between 1 and 10.
It is strongly imperative that a representative (preferably an officer) of the company resides in Switzerland. If the company is represented by a group of people able to sign, the company must be established in Switzerland. Company managers can only be natural persons. A commercial company as an “associate” must appoint a natural person as manager. In the event that the company has more than one manager, the assembly of associates organizes a meeting and an election to elect one of them as president. This grouping of partners can also terminate the function of the current president at any time. Decisions to be made are also commonly made through election. In the event of a tie, the president’s camp has the dominant opinion. Power is well distributed among the partners and no one should abuse it.
Liability is governed on an equal footing according to the regulations prescribed in the articles of association and according to the interests of the company. The main powers of the SÀRL are divided into several levels, including the founders (of the SÀRL), managers (who are generally drawn from the partners), the controllers and liquidators.
As the vote of a partner is proportional to the nominal value of his shares, each partner has at least one vote. Every associate has the privilege of obtaining reports on all affairs taking place in the company. This right can only be exercised if there is a review body. In this case, the partners do not have the right to analyze the company’s files except in cases of need deemed legitimate. Associated legal and natural persons are entitled to the benefit, which is also proportional to the nominal value of the shares. The right of exit is possible under the conditions where it is pre-established in the articles of association.
Accounting, which is an inescapable branch in the management of a company, is a fundamental organ provided by people trained in this field. Its component varies depending on the size of the company and the business handled by it. Its role is to establish the financial statement by presenting debts, receivables and to establish the annual economic balance sheet of the company. Accounting is therefore a major branch in the economic survival of the country.
It is strongly recommended to set up a review body. It is related to a rather legal field, which carries out the inspection (ordinary or restricted) of the company. It is related to a rather legal field, which carries out the inspection (ordinary or restricted) of the company. The latter has the possibility of excluding the auditors under three successive and fundamental conditions (art. 818 al. 1 and 727a al. 2 CO), where: all the partners vote for his exclusion; the company is only subject to a restricted inspection; The company’s workforce does not exceed ten full-time jobs on an annual average.
Like all companies, SÀRL also has tax obligations. Namely: taxes on net profit and capital (federal tax and / and cantonal tax), various municipal business taxes which may differ from one municipality to another depending on the location of the establishment
The dissolution takes place by a vote in which at least 2/3 of the partners are in favor and the absolute majority of the share capital authorized to vote (art. 808 b CO). It can also take place in the event of a bankruptcy of the company, or in the articles of association or by other reasons decreed by law (art. 821 CO).
The administration of the SARL is slightly reduced compared to that of the S.A. The law does not ensure that partners “without just cause” have the right to freely exclude themselves from the company. On the other hand, the regulations can grant them this privilege and subject its application under conditions laid down by law (art. 822 CO).
Old-age and Survivors Insurance (A.V.S.), which is the fundamental basis of Swiss social security, and Invalidity Insurance (A.I.) are compulsory throughout Switzerland. However, the A.V.S., the A.I. and the Allowances for Loss of Earnings (A.P.G.) are reserved only for employees of the SARL. Partners are therefore not entitled to it unless they are also employees registered with the SARL.
To contact us, please fill out the form by giving us some information about your needs. We will contact you quickly. You can also reach us on +41 22 566 84 21 during office hours.