Best Investment & Business Structuring Lawyers in Bern

About Investment & Business Structuring Law in Bern, Switzerland

In Bern, as in the rest of Switzerland, investment and business structuring is governed primarily by federal law. The Swiss Code of Obligations (Obligationenrecht, OR) and the Swiss Civil Code (Zivilgesetzbuch, ZGB) set out rules for company formation, governance, liability, and contractual arrangements. Cantonal authorities implement these rules through the commercial registry and local tax administration, affecting how businesses are structured and funded in Bern.

Entrepreneurs in Bern typically consider structures such as GmbH (limited liability company) and AG (joint stock). Each form has distinct capital requirements, governance rules, and shareholder liability provisions. Local considerations include cantonal tax treatment, commercial registry procedures, and potential permits for real estate or specific business activities.

Because Bern involves both federal rules and cantonal procedures, you will often need a local attorney or legal counsel to align formation, restructuring, cross-border investments, and real estate transactions with Bern-specific requirements. A lawyer can coordinate notary involvement, registry filings, and tax planning in a single, coherent strategy.

Source: Swiss government and international organizations describe Swiss corporate law as a federal framework with cantonal registration responsibilities. See Swiss Federal Administration and World Bank summaries of business environment in Switzerland.

World Bank and Swiss government sources

Why You May Need a Lawyer

• Founding a Bern-based GmbH with multiple founders - You must draft Articles of Association, appoint managing directors, and deposit the minimum CHF 20,000 capital. The articles must be notarized and filed with the Bern commercial registry (Handelsregisteramt). A lawyer helps ensure correct shareholding structure and compliant registration.
• Restructuring to optimize ownership and control - If you are merging, splitting, or converting an existing Bern company into a holding structure, you need precise drafting of merger or transformation agreements and regulatory approvals. A legal adviser coordinates decisions, valuations, and minority protections.
• Cross-border group structures and intercompany agreements - When a Bern entity participates in a multinational group, you must address transfer pricing, intercompany料金, and documentation for cantonal authorities. A lawyer can draft tax-efficient agreements and ensure regulatory compliance.
• Acquiring Bern real estate through a corporate vehicle - Real estate purchases by foreign or foreign-controlled entities may involve BewG considerations and local land registry checks. A lawyer coordinates due diligence, property transfer, and registration to minimize risk.
• VAT and multi-jurisdictional tax planning - If your Bern business operates across cantons or borders, you need guidance on VAT registration thresholds, invoicing, and cross-border transactions. A tax lawyer or corporate counsel helps structure efficiently.
• Regulatory and anti-money-laundering compliance - Investment structures can trigger AML obligations for financial intermediaries and certain professional services. A lawyer helps implement compliant onboarding, KYC procedures, and reporting requirements.

Local Laws Overview

The core legal framework for investment and business structuring in Bern rests on federal codes supplemented by cantonal administration. Below are the principal laws and regulations you should know, with notes on their role in Bern and any notable recent developments.

• Swiss Code of Obligations (Obligationenrecht, OR) - SR 220 - Governs company formation, capital requirements, management, fiduciary duties, and shareholder rights for GmbH and AG. In Bern, cantonal filings and notarization align with these provisions. Recent years have seen reforms to facilitate certain corporate restructurings and e-filing, improving efficiency for registry processes.
• Swiss Civil Code (Zivilgesetzbuch, ZGB) - SR 210 - Covers property rights, contract formation, and general legal relations affecting asset protection and corporate governance. Bern-based real estate transactions and asset structuring rely on ZGB principles, alongside BewG when foreign ownership is involved.
• Federal Act on the Acquisition of Real Estate by Persons Abroad (BewG) - Federal law regulating foreign ownership of Swiss real estate. This law is relevant when a Bern-based company or investor formed abroad seeks to acquire land or buildings in the canton. Local registries in Bern enforce BewG provisions during transfer and licensing steps.
• Value Added Tax Act (Mehrwertsteuergesetz, MWSTG) - Governs VAT registration, rates, and compliance for commercial activities in Bern. Bern businesses that meet registration thresholds must file VAT returns and issue compliant invoices. For cross-border supplies, VAT rules interact with cantonal tax administration.

Recent developments in Bern include digitalization efforts for registration and notarization, expanding online services for the Handelsregisteramt and enabling more electronic forms of submission. For examples of the digitalization trend in Swiss governance, see official government guidance on electronic signatures and e-filing.

According to Swiss government resources, electronic signatures and online filing have been expanding to streamline corporate registration processes nationwide.

admin.ch and SECO official guidance

Frequently Asked Questions

What is the Swiss Code of Obligations and why does it matter in Bern?

The Swiss Code of Obligations sets out formation rules, capital requirements, and governance duties for companies. It directly affects how a Bern GmbH or AG is created and operated. Understanding OR provisions helps avoid invalid filings and governance gaps.

How do I form a GmbH in Bern and what documents are needed?

You typically need Articles of Association, a notarial certification, proof of capital deposit of CHF 20,000, and registration with the Bern Handelsregisteramt. A lawyer helps prepare the documents and coordinate the notarization and filing steps.

Do I need a notary for establishing a company in Bern?

Yes. A notary must certify the Articles of Association and certain corporate actions. The notary filing is then submitted to the Bern commercial registry for formal registration. A lawyer can guide you through the process and prepare the required exhibits.

How long does company registration take in Bern?

Registration often takes several weeks, depending on document completeness and registry workloads. Delays can occur if documents are missing or if signatories require confirmation. A local attorney can help anticipate timelines and coordinate with the registry.

Can a foreign investor own property used for business in Bern?

Certain restrictions apply under BewG for foreigners acquiring Swiss real estate. A Bern-based entity or foreign investor should perform due diligence and consult counsel to structure ownership and registration compliantly. Planning in advance reduces the risk of regulatory hurdles.

Do I need to register for VAT in Bern and when does it apply?

VAT registration is required if annual turnover exceeds the Swiss threshold set by the Federal Tax Administration. Even below the threshold, registration may be advantageous for reclaiming input VAT. A tax advisor can help determine the optimal approach for your Bern business.

What are typical costs involved in forming a company in Bern?

Costs include notary fees, registry charges, and legal fees. Notary costs vary with complexity and capital structure; registry fees depend on the services used. A lawyer can provide a detailed, itemized estimate after reviewing your plan.

Is board management required for a GmbH in Bern?

A GmbH must have at least one managing director and an appropriate governance structure. The exact requirements depend on the company form and shareholding, so careful drafting of the Articles of Association is essential. A local attorney can tailor governance to your needs.

How does Bern's commercial registry verify share capital and ownership?

The registry requires evidence of capital deposits, along with notarized documentation and registration filings. The Bern Handelsregisteramt cross-checks authenticity and compliance with OR provisions during the registration process. Proper documentation minimizes delays.

What is the difference between a GmbH and an AG in Bern?

A GmbH is a limited liability company with a lower minimum capital and often simpler administration, while an AG is a joint-stock company with potentially greater fundraising flexibility. Both forms must adhere to OR rules, but governance and capital requirements differ significantly. A lawyer can help choose the best form for your goals.

Do I need to worry about anti-money-laundering rules for investment structures in Bern?

Yes. AML regulations apply to many professional services and financial activities in Switzerland. Proper onboarding, customer due diligence, and ongoing monitoring are essential. A lawyer can help design compliant processes tailored to Bern operations.

What is the typical timeline for a corporate restructuring in Bern?

Timelines depend on the complexity of the restructure, the number of entities involved, and tax considerations. A detailed plan with milestones from your legal team helps manage expectations and coordinate with the Bern registry and tax authorities.

Additional Resources

• SECO - State Secretariat for Economic Affairs - Provides guidance on business formation, regulatory requirements, and cross-border considerations for Switzerland. SECO official site.
• Swiss Federal Tax Administration (ESTV) - Oversees federal and some cantonal tax matters, including VAT registration and compliance for Bern-based businesses. ESTV official site.
• Ch.ch - Have a business in Switzerland - Official government portal with guidance on starting and operating a business in Switzerland, including Bern context. Ch.ch business page.

Next Steps

1. Define your business goals and choose a corporate form - Decide whether a GmbH, AG, or another structure best fits ownership, liability, and funding needs. Create a draft ownership and management plan before engaging counsel. (1-2 weeks)
2. Consult a Bern-based corporate lawyer or law firm - Identify a local attorney who has experience with Bern registry filings, cross-border transactions, and real estate considerations. Request a written engagement proposal and fee estimate. (1-2 weeks)
3. Prepare founding documents and due diligence - Gather proposed Articles of Association, shareholder agreements, director appointments, and the capital structure. Conduct due diligence on counter-parties and real estate title checks if relevant. (2-4 weeks)
4. Notarization and registry filing - Have the Articles of Association notarized and file with the Bern Handelsregisteramt. Ensure all required documents are complete to minimize delays. (2-6 weeks, depending on registry queues)
5. Register for VAT and tax purposes - If you exceed VAT thresholds or expect cross-border activities, apply for VAT registration with the Swiss Federal Tax Administration. Align with Bern cantonal tax planning. (2-6 weeks)
6. Set up banking and corporate governance frameworks - Open a Swiss bank account in Bern and implement governance documents, board reminders, and shareholder meeting procedures. (1-3 weeks)
7. Implement ongoing compliance procedures - Establish AML controls, annual general meeting schedules, accounting standards, and regulatory reporting with Berne authorities. Review annually with your lawyer. (Ongoing)