Best Business Registration Lawyers in Chur

About Business Registration Law in Chur, Switzerland

Registering a business in Chur means complying with both federal company law and cantonal administrative practice in the canton of Graubunden. The core rules governing company formation, legal forms, and registration formalities are set out in Swiss federal law. Practical matters - such as where to file, the language used for documents, local fees and timetable - are administered at cantonal level, with the commercial register office in Chur handling entries for companies based in the canton.

Common business forms available in Switzerland include sole proprietorships, general partnerships, limited partnerships, limited liability companies (GmbH), and stock corporations (AG). Each form has different legal characteristics, capital requirements, filing formalities and ongoing compliance obligations. Registration in the Commercial Register establishes legal existence for corporations and limited liability companies and gives public notice of key facts - such as company name, address, authorized representatives and shareholders.

Why You May Need a Lawyer

You do not always need a lawyer to register a simple sole proprietorship. However, there are many situations in which legal advice is valuable or essential. A lawyer can:

- Help you choose the right legal form based on liability, tax, financing and governance needs.

- Draft and review articles of association, shareholder agreements, partnership agreements and employment contracts to reduce future disputes.

- Prepare and coordinate the notarial steps required for forming a GmbH or AG, including capital contributions, share registers and statutory provisions.

- Advise on residency and representation requirements for directors and managers, and assist with permit and corporate representation issues for foreign founders.

- Represent you before the Commercial Register if an application is rejected or if changes must be made later.

- Help structure cross-border activities, protect intellectual property, negotiate leases and contracts, and plan for tax-efficient structures together with accountants.

Local Laws Overview

Key legal points to know when registering a business in Chur and the canton of Graubunden:

- Governing law: Company formation and corporate rules are primarily governed by the Swiss Code of Obligations. Registration procedures are governed by federal commercial-register legislation, with cantonal offices executing the filings.

- Who must register: Corporations (AG) and limited liability companies (GmbH) must be entered in the Commercial Register to exist as legal persons. Sole proprietorships and partnerships must register if their annual turnover exceeds CHF 100,000 or if they are otherwise required to keep double-entry accounting. Smaller sole proprietorships may operate without registration but may choose to register voluntarily.

- Capital requirements: Minimum share capital for an AG is CHF 100,000, of which at least CHF 50,000 must be paid in at formation. Minimum share capital for a GmbH is CHF 20,000, fully paid in. There is no minimum capital for sole proprietorships and ordinary partnerships.

- Residency and representation: For GmbH you typically need at least one managing person domiciled in Switzerland. For an AG at least one member of the board or an authorized representative must be resident in Switzerland. This requirement affects many foreign founders and often leads them to appoint a local director or representative.

- Formalities: Formation of AG and GmbH requires a public deed, notarization and proof of capital deposit. The formation documents and applications are lodged with the Cantonal Commercial Register Office in Chur. Registered data are published in the Swiss Official Gazette of Commerce.

- VAT and tax: If your worldwide taxable turnover exceeds CHF 100,000 per year, you must register for Swiss VAT with the Federal Tax Administration. Corporate and income tax obligations are governed by federal and cantonal tax rules; cantonal rates and deductions apply in Graubunden.

- Employment and social insurance: Hiring employees triggers registration obligations for social insurance schemes (AHV/IV/EO), withholding tax for foreign employees where relevant, accident insurance and pension plan rules. Labour law and social-insurance obligations are enforced at federal and cantonal levels.

- Language and documentation: Administrative proceedings in Chur are conducted primarily in German. Documents in other languages are often accepted but may require certified translations.

Frequently Asked Questions

What legal forms can I register in Chur?

You can register sole proprietorships, general partnerships, limited partnerships, limited liability companies (GmbH), stock corporations (AG), cooperatives and associations. Foreign companies can also register branches. The right form depends on liability preferences, capital, governance and tax considerations.

When is commercial-register entry mandatory?

Entry is mandatory for AG and GmbH and for other legal entities that have legal personality. Sole proprietorships and partnerships must enter the register if annual turnover exceeds CHF 100,000 or if they are required to keep commercial books. Many businesses choose voluntary registration for credibility and to be listed in the register.

What documents do I need to register an AG or GmbH?

Typical documents include notarized articles of association, declaration of the founders, proof of capital deposit, identity documents for founders and representatives, and an application to the cantonal Commercial Register Office in Chur. The exact checklist varies by case and by canton.

Do I have to use a notary?

Yes. The formation of an AG or GmbH requires a public deed and must be notarized by a Swiss notary public. Notaries verify identity, confirm capital deposits and ensure the formation complies with legal rules before the register application is made.

How long does registration usually take?

Timeframes vary. If all documentation is complete and capital is deposited, registration with the Commercial Register can take from a few days to several weeks. The notarial and bank steps often take the most time. Complex cases or missing documents cause delays.

Can foreigners start a company in Chur?

Yes. Foreigners can form Swiss companies and register branches. Practical considerations include the Swiss-residency requirement for certain management functions and permit issues if you intend to work in Switzerland. Non-resident founders commonly appoint a local director or service provider to meet residency requirements.

What are the minimum capital requirements?

An AG requires a minimum share capital of CHF 100,000, with at least CHF 50,000 paid in at formation. A GmbH requires CHF 20,000 in fully paid capital. Sole proprietorships and ordinary partnerships have no statutory minimum capital.

When do I need to register for VAT?

If your worldwide annual turnover from taxable supplies exceeds CHF 100,000 you must register for VAT with the Federal Tax Administration. Voluntary registration is possible below that threshold and can be useful in certain business models.

How do I change company details after registration?

Changes such as address, company name, management, capital increases or changes in shareholders must be filed with the Commercial Register. Some changes require notarization. A lawyer or notary can prepare and submit amendment filings and advise on required approvals.

How much does registration cost?

Costs include notary fees, bank charges for capital deposits, Commercial Register fees set by the canton, publication fees and potential legal fees if you engage a lawyer. Total costs vary widely with company form and complexity. Expect higher costs for AG compared with GmbH and relatively low fees for sole proprietorships when registration is required.

Additional Resources

Useful bodies and organizations to contact or consult when registering a business in Chur:

- Cantonal Commercial Register Office in the canton of Graubunden - for filing and questions about local procedures.

- Federal Tax Administration - for VAT registration and federal tax matters.

- Cantonal Tax Office of Graubunden - for cantonal and municipal tax questions and registration details.

- State Secretariat for Migration - for questions about work and residence permits for foreign founders and staff.

- Swiss social-insurance offices and the cantonal AHV agency - for employer social-insurance registrations.

- The local Chur or Graubunden Chamber of Commerce - for business support, local networks and practical advice.

- Swiss Bar Association and cantonal bar lists - to find qualified corporate lawyers and notaries in Graubunden.

- Professional advisers - including tax advisors, auditors and fiduciary firms who regularly assist with company formation and compliance.

Next Steps

1. Clarify your business model and objectives. Determine liability exposure, capital needs, funding plans and whether you or your partners will be resident in Switzerland.

2. Choose an appropriate legal form and draft basic governing documents. If in doubt, consult a lawyer to weigh liability, tax and ownership options.

3. Find a Swiss notary or corporate service provider in Chur to prepare the public deed and guide you through capital deposit and submission to the Commercial Register.

4. Prepare required filings and supporting documents, including identification, proof of capital and signed articles of association. Organize translations if documents are not in German.

5. Open a Swiss bank account to deposit any required share capital and obtain the capital-deposit confirmation needed for the register application.

6. File with the Cantonal Commercial Register Office in Chur. After registration you will receive a company identification number and must complete follow-up registrations - for example VAT, social-insurance and tax registrations.

7. If you need legal help, request proposals from local lawyers experienced in corporate and commercial law. Ask for clear fee estimates, scope of work and references. A lawyer can represent you before authorities, draft bespoke agreements and help prevent costly mistakes.

If you are unsure where to start, arrange an initial consultation with a lawyer or a trusted fiduciary in Chur early in the process. Early legal advice can save time, reduce registration risks and ensure the structure you choose supports your business goals.