Limited Partnership Company in Switzerland

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Home /Ch / Limited Partnership Switzerland

Switzerland is often associated with the visuals of snow-covered mountaintops and pristine lakes. In addition to its scenic beauty, what draws people to it is the business-friendly environment and free market economy. It is one of the most advanced and highly developed countries, and people flock there to jump-start their businesses. For small businesses and startups, a limited partnership company in Switzerland is the right step towards expansion. Let’s dive into a quick overview.

What is a Limited Partnership Company in Switzerland?

A limited partnership in Switzerland is an ideal offshore company structure for small businesses. It must be registered with the Swiss Commercial Register. The setup requires two or more persons jointly holding a business, with at least one partner having unlimited liability and others having limited liability. The limited partners can also be entities. This company structure is primarily governed by Articles 594-619 of the Swiss Code of Obligations.

Features of Limited Partnership in Switzerland

Company formation in Switzerland is deemed prestigious by the global business community. If you are a startup owner, here are a few features of Switzerland limited partnership company that make it an attractive option for businesses:

Number of Partners

Two or more persons are required to form a limited partnership company in Switzerland. The general partners must be natural persons, whereas limited partners can also be legal entities. The partners are divided into two categories, general and limited partners, based on the extent of their liability in the business.

Extent of Liability

Different levels of liability bind the two sets of partners. The limited partners in the company enjoy limited liability. Their assets are not at stake, and they are only liable up to the amount of capital they have invested in the company. On th other hand, the general partners in the limited partnership company in Switzerland have unlimited liability, which extends to their private assets.

No minimum share capital requirements

Unlike a corporation, forming a limited partnership in Switzerland has no minimum capital requirement. However, the capital amount and share of interest are fixed in the partnership agreement. A Switzerland limited partnership is ideal for small businesses and entrepreneurs who do not want a hefty financial commitment.

Swiss Residency and Address Requirement

To form a limited partnership in Switzerland, the owners (partners) are not required to have a personal permanent address in Switzerland. However, the company itself must have a registered physical office address within the country. Moreover, the owner must have a resident and work permit.

Taxation Criteria

Since a Switzerland limited partnership is not a separate legal entity, the tax structure is different, with no corporate tax levied. The partners are taxed at the individual level to the extent of their assets and income.

Company Management

Limited partners are not entitled or obliged to manage the affairs of the limited partnership in Switzerland. Moreover, they also cannot object to the actions taken by the managing partners. However, they have the right to request the copy of the profit and loss account and the balance sheet and to verify their accuracy by inspecting the ledger. Conversely, the general partners enjoy complete management rights of the company and are responsible for making decisions.

Extends the Base of Financing

Expanding the business is easier with a limited partnership in Switzerland. You can easily increase capital by adding more limited partners and enhancing overall financial stability. It also allows you to raise equity without adding a new partner.

How to Set Up a Limited Partnership Company in Switzerland?

Specific criteria must be met while forming Switzerland limited partnership company. Here’s a quick overview of the steps:

Step 01

Choose a Business Expert

Understanding the requirements of a limited partnership in Switzerland can be tough for new business owners. Consulting an expert, such as Business Setup Worldwide, ensures that you navigate the complexities and make informed decisions based on their expertise.

Step 02

Determine the Company Name

The naming criteria for a company vary by jurisdiction. You must choose a unique name that does not coincide with an existing company name. The name must not be misleading and should include the abbreviations KmG (German), SCm (French), and SAc (Italian) to indicate the company structure.

Step 03

Draft a Partnership Agreement

Although Swiss law does not require a partnership agreement, it is still advisable to draft one to avoid future legal disputes and misunderstandings.

Step 04

Register with the Trade Register

A limited partnership company in Switzerland that is operating as a corporation must register with the trade register.

Step 05

Open a Bank Account

Once you have set up the company, you can open a bank account to enjoy hassle-free transactions.

Why Choose BSW?

Switzerland boasts a robust legal framework, and navigating the requirements can be tedious. A business expert with in-depth knowledge of regulations is a valuable asset. Business Setup Worldwide, with 8+ years of experience, can help you set up a company easily. Our team of experts has comprehensive expertise that can help you bypass any hurdle in the business realm. Contact us now to get started with the Switzerland limited partnership company!

Frequently Asked Questions

What is a limited partnership in Switzerland?

It is a company structure comprising general and limited partners. General partners have unlimited liability, whereas limited partners have limited liability.

Who can be a limited partner?

Both natural persons and corporations can act as limited partners.

Is a written partnership agreement required?

According to Swiss Law, having a partnership agreement is optional but highly recommended.

Can limited partners manage the business?

No, the limited partners cannot manage the business.

Can foreign nationals be partners?

Yes, the limited partnership company in Switzerland does not have a permanent residency requirement, so a foreign national can be a partner.