Best New Business Formation Lawyers in Arlesheim

About New Business Formation Law in Arlesheim, Switzerland

Arlesheim is in the Canton of Basel-Landschaft. When you form a new business here, you operate under Swiss federal law and cantonal rules, with some municipal procedures for premises and trade uses. Most incorporations and registrations occur at the cantonal Commercial Register Office for Basel-Landschaft, while tax, social security, and licensing involve both federal and cantonal bodies. Common legal forms include sole proprietorship, general or limited partnership, limited liability company GmbH, corporation AG, cooperative, association, and Swiss branches of foreign companies. German is the working language for official filings in Basel-Landschaft.

Switzerland offers a predictable legal environment, strong banking and IP systems, and clear procedures. Limited liability forms like GmbH and AG require notarization and commercial register entry. Partnerships and small sole proprietorships can be simpler but have unlimited personal liability. Sector rules, employment law, and data protection apply from day one. Founders should plan for corporate governance, tax, social security, and any sector permits to avoid delays.

Why You May Need a Lawyer

Choosing the right legal form is more than a tax decision. A lawyer can clarify liability, capital, governance, and exit options that affect investors and co-founders. Drafting articles of association, bylaws, and a shareholders or founders agreement helps prevent disputes over voting, vesting, transfers, and deadlock. A local notary is required for GmbH and AG formation, and legal counsel coordinates notarization, capital deposit, and registry filings so documents meet Basel-Landschaft practice.

Lawyers also assist when your activity is regulated. Hospitality, healthcare, financial services, transport, construction, education, and food businesses may need specific permits, fit and proper checks, or compliance systems. If you or your staff are non-Swiss nationals, residence and work authorization must be aligned with your business plan. Cross-border hires and directors often trigger additional obligations.

On the operational side, counsel can set up employment contracts, policies, and privacy notices compliant with Swiss labor law and the revised Federal Data Protection Act. They help structure IP ownership, trademark protection, software licensing, and confidentiality. For tax and accounting, they coordinate with fiduciaries on VAT registration, corporate or personal tax positioning, and social security enrollment. If you are contributing assets in kind, bringing in investors, or spinning off a line of business, legal advice is essential to comply with corporate, merger, and audit expert rules. Finally, if a dispute arises with a co-founder, landlord, or supplier, early legal intervention can preserve options and reduce costs.

Local Laws Overview

Legal forms and capital. A GmbH requires at least CHF 20,000 fully paid in at formation. An AG requires CHF 100,000 share capital, with at least CHF 50,000 paid in. You deposit capital into a blocked account and obtain a bank confirmation. Contributions in kind are possible but require audited valuation reports and precise documentation. Partnerships and sole proprietorships have no statutory minimum capital, but partners or the owner are personally liable.

Registration and notarization. GmbH and AG formations are executed by a Basel-Landschaft notary as a public deed with articles of association and ancillary documents. The Commercial Register Office of Basel-Landschaft registers the entity. Sole proprietorships must register in the commercial register once their annual revenue reaches CHF 100,000. Partnerships typically register as well if they run a commercial business. All businesses identify a registered Swiss address.

Resident signatory. For both GmbH and AG, at least one person with signatory authority must be resident in Switzerland. This can be a director or managing director with individual or collective signing rights. A Swiss resident representative is also required for branches of foreign companies.

Company names. Names must be distinctive, not misleading, and must include the legal form for GmbH or AG. The name is checked against the central index and cantonal practice. Company name protection arises through registration and differs from trademark protection. Consider separate trademark registration for product or service brands.

Governance and shareholder rights. Share registers and beneficial owner records are mandatory for GmbH and AG and must be kept up to date. Bearer shares are generally no longer allowed except for limited cases. Since the 2023 company law revision, AGs can adopt more flexible capital tools and allow virtual general meetings if the articles provide for this and procedural safeguards are met. Companies should keep minutes and organizational regulations consistent with the Code of Obligations.

Accounting and audit. GmbH and AG keep full accounts and prepare annual financial statements under the Code of Obligations. Sole proprietorships and partnerships with annual revenue below CHF 500,000 may use simplified accounting. Ordinary audit is required if size thresholds are met. Many small companies undergo a limited audit or may opt out with unanimous shareholder consent if they have fewer than 10 full time employees.

Taxes and VAT. Corporations pay federal and cantonal or communal income taxes and an annual capital tax. Sole proprietors are taxed on business profits as personal income. VAT registration is mandatory if worldwide annual taxable turnover reaches the statutory threshold, and voluntary registration may be beneficial for input tax recovery. The federal issue stamp tax of 1 percent applies to equity contributions above CHF 1 million. Rates and deductions vary, and municipal multipliers apply, so local tax analysis is recommended.

Social security and payroll. All employers must register with the cantonal AHV or AVS compensation office for old age and survivors insurance, disability, unemployment, and family allowances. Accident insurance is compulsory for employees through SUVA or a private provider. Occupational pension BVG or LPP affiliation is mandatory for eligible employees based on statutory salary thresholds. Withholding tax applies to certain non resident employees.

Employment basics. Swiss law requires written information on key terms. Minimum paid vacation is four weeks per year for adults, more for younger employees. Maximum weekly working hours depend on sector, overtime and Sunday work have rules, and health and safety standards apply. Dismissal is relatively flexible but subject to notice periods, prohibited termination times, and anti discrimination provisions.

Permits and premises. There is no general business license, but many activities require approvals. Restaurants and bars need hospitality permissions and food safety compliance. Childcare, healthcare, security services, and transport require specific licensing. Zoning and building rules apply to offices, workshops, signage, and shop fit outs. The municipal authority in Arlesheim handles local building and signage permits and business waste arrangements, while cantonal inspectorates oversee food, health, and environment.

Data protection and compliance. The revised Federal Data Protection Act requires transparent processing of personal data, appropriate security, and cross border transfer safeguards. Companies that act as financial intermediaries may need FINMA authorization or membership in a self regulatory organization and must comply with anti money laundering due diligence duties. Keep contract templates, privacy notices, and record keeping aligned from the start.

Foreign founders and branches. EU or EFTA nationals can often obtain self employment permits if they show a viable business plan. Third country nationals face stricter criteria. Branches of foreign companies must register with notarized and legalized parent documents and appoint a Swiss resident representative with signatory rights.

Frequently Asked Questions

Which legal form is best for my startup in Arlesheim

A GmbH is often chosen for small and medium enterprises because it limits owner liability and has a straightforward governance structure. An AG suits ventures planning larger capital raises or employee participation programs. A sole proprietorship is simple and low cost but exposes the owner to unlimited personal liability. Partnerships are useful for professional practices. Your business plan, funding needs, and risk profile drive the choice.

How long does incorporation take in Basel-Landschaft

If your documents are ready, a standard GmbH or AG can often be formed within one to three weeks. Time is needed to open the capital deposit account, gather KYC documents, arrange notarization, and complete the commercial register review. Sector permits or complex contributions in kind add time.

Do I need a Swiss resident director or manager

Yes. At least one person with authority to sign for the company must be resident in Switzerland. This requirement applies to GmbH, AG, and Swiss branches of foreign entities. You can meet it with a Swiss based founder or a qualified local manager.

When must a sole proprietorship register in the commercial register

Once its annual revenue reaches CHF 100,000 it must register. Even below that threshold, registration can be helpful for credibility with banks and suppliers. Regardless of registration, you must register with social security when you begin self employment.

What are the main costs of forming a GmbH or AG

Typical costs include notary fees, commercial register fees, legal drafting and advice, bank charges for the capital deposit account, and any translation or legalization fees. If equity contributions exceed CHF 1 million, federal issue stamp tax applies to the excess. Ongoing costs include accounting, audit if applicable, payroll, and insurance.

Can foreigners start a business in Arlesheim

Yes. EU or EFTA citizens generally can become self employed or act as company directors subject to registration. Third country nationals need a residence and work permit that allows self employment or executive roles, which requires a strong business case. All companies need at least one Swiss resident signatory and a Swiss registered address.

Do I need a license to operate a business locally

There is no general business license. However, hospitality, alcohol service, healthcare, childcare, transport, security, education, and certain crafts require permits or professional qualifications. Premises and signage require municipal approvals, and food businesses must comply with inspections and hygiene rules.

What taxes will my new company pay

Companies pay federal and cantonal or communal income tax on profits and an annual capital tax. VAT applies if you meet or elect for registration. Sole proprietors pay income tax on business profits and social security as self employed. Exact rates depend on the municipality, including Arlesheim, and change over time, so obtain current figures before budgeting.

How do I protect my brand and technology

Registration in the commercial register protects your company name against confusingly similar company names. Trademarks protect brands for goods and services and are filed with the Swiss Intellectual Property Institute. Consider contracts to assign IP from founders, employees, and contractors to the company, and use confidentiality and licensing agreements as needed.

Can we hold virtual shareholder meetings and issue shares in a foreign currency

Since the 2023 revision of Swiss company law, virtual general meetings are possible if allowed by the articles and if proper procedures are used. Share capital may be denominated in certain widely used foreign currencies if this matches the companys functional currency in accounting. Update your articles during formation if you want these options.

Additional Resources

Handelsregisteramt Basel-Landschaft for company name checks and registrations.

Steuerverwaltung Basel-Landschaft and the municipal tax office of Arlesheim for corporate and personal tax matters.

Ausgleichskasse Basel-Landschaft for AHV or AVS, ALV, and family allowance registrations.

SUVA and licensed private accident insurers for mandatory accident insurance coverage.

Amt für Wirtschaft und Arbeit Basel-Landschaft for economic development support and aspects of labor market policy.

Amt für Migration Basel-Landschaft for residence and work authorization questions.

Gemeindeverwaltung Arlesheim including building and signage permits, business waste, and local inquiries.

Eidgenössisches Institut für Geistiges Eigentum IGE or IPI for trademarks, designs, and patents.

Handelskammer beider Basel and Wirtschaftskammer Baselland for networking and business support.

BaselArea.swiss for startup programs and innovation services in the Basel region.

Federal Tax Administration for VAT registration and guidance.

Zefix Central Business Name Index for company name availability and register searches.

Next Steps

Define your business model, funding needs, and risks. This will steer your choice between a sole proprietorship, partnership, GmbH, or AG. Prepare a short business plan and cap table so your advisers can tailor advice.

Engage a local lawyer and a Basel-Landschaft notary early. Ask for a document checklist that covers identity documents, domicile proof, capital source evidence, articles of association, organizational regulations, and any sector specific approvals you will need.

Clear your company name, purpose, and governance. Conduct a name search, decide on board or management roles, and draft a shareholders or founders agreement covering vesting, transfers, decision making, exits, and dispute resolution.

Open a capital deposit account if forming a GmbH or AG. Arrange the notary appointment to sign the public deed and file with the Handelsregisteramt Basel-Landschaft. Keep all confirmations and declarations, including the beneficial owner declaration, share register, and quotaholders register for a GmbH.

Register for social security and insurance. Enroll with the Ausgleichskasse, arrange accident insurance, and set up an occupational pension plan if your employee salaries meet statutory thresholds. Establish payroll and, if required, withholding tax processes.

Assess VAT and tax. Determine whether to register for VAT now or at the threshold. Coordinate with a fiduciary on accounting, chart of accounts, and tax estimates, and understand municipal tax multipliers for Arlesheim.

Secure premises and permits. Confirm zoning for your intended use, obtain any hospitality, food, or sector licenses, and seek municipal approvals for fit out and signage. Set up health and safety measures where required.

Protect IP and data. File trademarks where appropriate. Put in place IP assignment, confidentiality, employment, contractor, and customer agreements. Publish a privacy notice and implement data security aligned with the revised Federal Data Protection Act.

Plan investor and employee participation. If you expect financing or employee equity, structure authorized capital, transfer restrictions, and plan documentation from the outset to avoid rework.

If you need legal assistance now, collect your identification documents, a draft business plan, any co founder details, and questions you have. Contact a lawyer experienced in Swiss company law and Basel-Landschaft practice to schedule a consultation. Early guidance typically saves time and costs by avoiding refilings and compliance gaps.