Efficient company formation in Switzerland

Establishment through contribution in kind and transfer of kind to GmbH and AG in Switzerland

A company can be set up in Switzerland in various ways, with the contribution in kind and the transfer in kind being two important options, which are particularly important when establishing limited liability companies (GmbH) and joint stock companies (AG). In this article, we will explain the basics of these two concepts and list the relevant legal regulations.

Basics of contributions in kind

Contribution in kind means the transfer of assets into a company that are not in the form of money. This can include, for example, real estate, machinery, patents, or other assets. The contribution in kind is particularly relevant as it allows founders to start their business with valuable resources without having to immediately raise capital in the form of money.

Statutory basis

In accordance with the Swiss Code of Obligations (OR), the relevant articles for contributions in kind can be found in Articles 628 to 632. In particular, Article 628 OR states:

“The shareholders can make their contributions in money or other assets. ”

Article 634 OR, which also regulates contributions in kind, is important. This states that deposits can be made in the form of assets, provided that these are described in detail in the founding protocol.

Transfer of kind

The takeover in kind relates to the transfer of assets from an existing company to the newly founded company. This can be particularly relevant if an entrepreneur wants to transfer his existing business or even just parts of it into a new GmbH or AG.

Statutory basis

The transfer of kind is regulated by Article 634 OR as part of the formation of an AG. This article states that the acquisition of assets by the company must be recorded in the founding protocol. In addition, the acquired assets must be valued to ensure that the deposits meet legal requirements.

Evaluation of contributions in kind and transfers in kind

A central aspect of setting up through contributions in kind and transfer in kind is the valuation of the assets contributed. This assessment must be based on appropriate evidence — such as:

-Market value via evidence from appropriate platforms

-Valuation by appropriate appraisal experts

This is particularly important to protect the interests of shareholders and creditors.

Statutory basis

The assessment requirements are set out in Article 634a OR. This requires that contributions in kind and transfers in kind must be carried out by an approved audit expert or another qualified person.

conclusion

Establishing a GmbH or AG in Switzerland through contributions in kind and transfer in kind offers entrepreneurs a flexible opportunity to start or expand their business. However, it is important to pay close attention to legal requirements and ensure that all assets are correctly valued and documented. Compliance with the relevant articles of the Code of Obligations and, under certain circumstances, the Merger Act is crucial to avoid legal problems and create a solid basis for the company.

We provide you with comprehensive support — from initial consultation to entry in the commercial register and beyond — so that you can successfully set up your GmbH or AG by making a contribution in kind.

Your MKY Treuhandpartner GmbH

Sources: Swiss Code of Obligations (OR)

Disclaimer: The content of this blog post is for informational purposes only and does not constitute professional advice.
Each individual case should be reviewed individually and we recommend that you seek professional advice for specific questions.