Starting a GmbH with Contributions in Kind in Switzerland
Anyone looking to establish a GmbH in Switzerland does not necessarily have to pay in the share capital in cash. Under certain conditions, assets such as software, machinery, vehicles, or even cryptocurrencies can be contributed as so-called contributions in kind.
However, this is precisely where mistakes often occur in practice. Incorrect valuations or non-transferable assets can quickly lead to legal and financial risks.
What is a contribution in kind?
A contribution in kind means that the share capital of a GmbH is contributed not in cash, but through assets.
Instead of a cash payment, founders can contribute, for example, the following:
- Software
- Machinery
- Vehicles
- Real estate
- Cryptocurrencies
- Equipment or inventory
Important:
👉 The assets must:
- exist
- be legally transferable to the company
- and be correctly valued
Establishing a GmbH with contributions in kind – how does that work?
If you want to establish a GmbH with contributions in kind, additional legal requirements must be met.
These typically include:
- a contribution in kind agreement
- a transparent valuation
- proof of ownership
- and, where applicable, an auditor's confirmation
The assets are then credited towards the share capital of the LLC.
👉 Example:
Instead of a cash deposit of CHF 20,000, a founder can, for example, contribute the following:
- Software
- Computers
- or machinery of equivalent value
Which assets are suitable as contributions in kind?
Not every asset is suitable as a contribution in kind.
Commonly accepted assets include:
- Machinery
- Vehicles
- Software with clearly defined ownership rights
- Real estate
- Cryptocurrencies
- Inventory
Conversely, these are often problematic:
- Personal expertise
- Client networks
- Undocumented software
- Assets without clear market value
👉 The central question is always:
Can the asset be legally transferred and objectively valued?
Common mistakes when founding a GmbH with non-cash contributions
- Overvaluation of assets
One of the most common mistakes is the overvaluation of:
- Software
- Cryptocurrencies
- or equipment
If assets are valued unrealistically, this can lead to liability risks.
- Unclear Ownership Rights
Especially with software or digital assets, it is often unclear:
- who actually owns the asset
- or whether all rights are correctly documented
Missing proof of ownership can cause major problems later on.
- Non-transferable Assets
Personal expertise or business relationships generally cannot be legally transferred.
👉 This can invalidate the contribution in kind.
What does Art. 753 CO say about contributions in kind?
Art. 753 CO regulates liability in connection with contributions in kind and acquisitions of assets.
This means:
👉 Founders, board members, or other involved individuals can be held personally liable if:
- assets are incorrectly valued
- false statements are made
- or assets cannot be legally contributed
Particular caution is necessary with:
- software
- cryptocurrencies
- and assets that are difficult to value
Founding an AG with contributions in kind: What's the difference from a GmbH?
Contributions in kind are also possible when founding a stock corporation (AG).
The requirements are similar, but the structure is often more complex than with a limited liability company (GmbH).
When founding a stock corporation (AG) with contributions in kind, the following are particularly important:
- accurate valuation
- an audit confirmation
- thorough documentation
- and clear proof of ownership
Advantages of founding a GmbH with contributions in kind
Contributions in kind can be beneficial if:
- valuable assets are already available
- liquidity is to be preserved
- or existing business assets are to be directly contributed to the company
This can be particularly attractive for startups and tech companies.
Conclusion
Forming a GmbH with a contribution in kind can be an excellent solution – provided that the assets are thoroughly audited, valued, and documented.
Those who establish a clear structure from the outset avoid:
- legal risks
- future disputes
- and personal liability
