Best New Business Formation Lawyers in Dornach

About New Business Formation Law in Dornach, Switzerland

New business formation in Dornach is governed primarily by Swiss federal law, complemented by cantonal procedures in the Canton of Solothurn and certain municipal considerations. The Swiss Code of Obligations sets the rules for company types, incorporation, management, accounting, and insolvency. Registration is handled by the Solothurn Commercial Register, while tax, social insurance, and regulatory matters involve both federal and cantonal bodies. Dornach is a German-speaking municipality, so most filings and official communication will be in German. Entrepreneurs can choose from several legal forms, including sole proprietorship, general or limited partnership, limited liability company GmbH, and corporation AG. Incorporations of GmbH and AG require a notary, capital verification by a bank, and entry in the Commercial Register.

Why You May Need a Lawyer

A lawyer can help you choose the right legal structure based on liability, taxation, investors, and exit planning. They can draft and negotiate articles of association, bylaws, shareholder or founders agreements, employment and contractor agreements, IP assignment and licensing, and commercial terms and conditions.

Legal guidance is valuable when raising capital, issuing shares or quotas, granting employee options, or admitting co-founders. It is also important if your activity is regulated, such as financial services, healthcare, hospitality, food, transport, or education, where permits and compliance programs are required.

Foreign founders often need support with immigration and work authorization, cross-border tax and social security, and proof of effective management in Switzerland. A lawyer can coordinate with a notary for incorporation, with the bank for capital deposit, and with advisors on accounting, VAT, and payroll registrations.

Ongoing support covers data protection compliance under the revised Swiss Data Protection Act, employment law and terminations, lease and zoning issues for premises in Dornach, protecting trade marks and other IP, and dispute prevention or resolution.

Local Laws Overview

Legal forms and liability. Sole proprietorship is simple but has unlimited personal liability and is registered in the Commercial Register once annual revenue exceeds CHF 100,000. Partnerships share liability among partners. GmbH offers limited liability with minimum share capital of CHF 20,000 fully paid in. AG offers limited liability with minimum share capital of CHF 100,000, of which at least CHF 50,000 must be paid in. GmbH and AG require a notarial deed and Commercial Register entry.

Representation and residency. GmbH and AG must have at least one person who is domiciled in Switzerland with authority to represent the company. Many founders appoint a locally resident director or manager to meet this requirement.

Name and language. The company name must be distinctive, not misleading, and must include the correct legal form suffix such as GmbH or AG. In Solothurn, filings are made in German. It is prudent to check name availability before notarization.

Bank capital deposit. For GmbH and AG, founders open a capital deposit account at a Swiss bank, pay in the required capital, and obtain a bank confirmation for the notary. The funds are released to the company after registration.

Commercial Register and UID. Incorporation documents are filed with the Solothurn Commercial Register. After registration, the company receives a Swiss business identification number UID automatically. Any changes to directors, address, or capital must be filed.

Accounting and audit. Companies with annual revenue of CHF 500,000 or more must keep full accounts and prepare financial statements. Smaller businesses may use simplified accounting. Most small GmbH and AG are subject to a limited audit, but companies with fewer than 10 full-time employees can unanimously opt out. Large companies may require an ordinary audit based on size thresholds.

Taxes. Companies are subject to federal, cantonal, and municipal income taxes. Rates in the Canton of Solothurn vary by municipality, and Dornach applies its municipal multiplier on top of the cantonal rate. Dividends are generally subject to Swiss withholding tax, typically 35 percent, with potential reliefs or refunds depending on residency and treaties. Capital duty may apply on equity contributions above statutory thresholds. Sole proprietorship income is taxed at the owner level.

VAT. Swiss VAT applies when worldwide taxable turnover reaches CHF 100,000. As of 1 January 2024, the standard VAT rate is 8.1 percent, the reduced rate is 2.6 percent, and the special accommodation rate is 3.8 percent. Voluntary registration is possible to recover input VAT if it makes sense for your business model.

Employment and social insurance. Employers must register with the Solothurn social security compensation office for AHV-AVS, IV-AI, and ALV. Occupational accident insurance is mandatory with SUVA or a private insurer depending on the sector. Pension fund LPP-BVG affiliation is required once salary thresholds are met. Withholding tax on salaries may apply to certain foreign employees. Employment terms are governed by the Code of Obligations and the Labor Act.

Beneficial ownership and registers. Swiss companies must keep an up-to-date share register and, in certain cases, record the beneficial owner when a person acquires at least 25 percent of capital or voting rights. Bearer shares are generally not permitted for unlisted companies.

Permits, zoning, and premises. Many activities need no general business license, but sector-specific permits can apply. If you rent or convert premises in Dornach, coordinate with the municipal authorities on zoning, building permits, signage, and use of space. Environmental, fire safety, and hygiene rules may apply depending on your activity.

Data protection and IP. The revised Swiss Data Protection Act requires transparent privacy notices and appropriate safeguards, especially when using processors or transferring data abroad. Protect branding and inventions through the Swiss Federal Institute of Intellectual Property. Registering trade marks early helps prevent conflicts.

Immigration. EU-EFTA citizens benefit from facilitated residence and work access. Non-EU founders may need to satisfy stricter criteria for permits, including demonstrating an economic interest, job creation, and a viable business plan. Coordinate early with the Solothurn migration office.

Frequently Asked Questions

Which legal form is best for a small startup in Dornach

For liability protection and investor readiness, founders often choose a GmbH or an AG. A GmbH has lower minimum capital and is common for small to medium businesses. An AG is preferred if you plan to raise significant capital or issue shares more flexibly. A sole proprietorship can be suitable for a low-risk, founder-operated business, but it does not provide limited liability.

How long does it take to form a GmbH or AG

Assuming your documents are in order, the bank issues the capital confirmation promptly, and the notary schedule is available, formation typically takes 1-3 weeks from kickoff to Commercial Register entry. Complex shareholder structures, foreign documents, or regulatory permits can extend timelines.

What capital is required and how do I handle the bank deposit

A GmbH requires at least CHF 20,000 fully paid in. An AG requires CHF 100,000 share capital, with at least CHF 50,000 paid in. You open a capital deposit account at a Swiss bank, transfer the capital, obtain the bank certificate, sign the notarial deed, and the funds are released to the company after registration.

Do I need a Swiss-resident director or manager

Yes. A GmbH and an AG must have at least one person domiciled in Switzerland with authority to represent the company. This can be a managing director, director, or a board member. Many companies appoint a local director or use a reputable corporate services provider for this role.

Do I have to register a sole proprietorship

You can operate without Commercial Register entry until your annual revenue reaches CHF 100,000. At that point, registration in the Solothurn Commercial Register is mandatory. Regardless of registration, you must comply with tax and social insurance obligations and any sector-specific permits.

When do I need to register for VAT

You must register if your worldwide taxable turnover reaches CHF 100,000 in a year. Voluntary registration can be beneficial if you have significant input VAT to recover. As of 2024, the standard rate is 8.1 percent, reduced 2.6 percent, and accommodation 3.8 percent.

What are my accounting and audit obligations

Companies with revenue of CHF 500,000 or more must keep full accounts and prepare annual financial statements. Smaller businesses may use simplified accounting. Most small GmbH and AG undergo a limited audit unless they have fewer than 10 full-time employees and all shareholders agree to opt out. Larger companies may be subject to an ordinary audit based on statutory thresholds.

What taxes will my company pay in Dornach

Companies pay federal, cantonal, and municipal income taxes. The Canton of Solothurn sets rates that are adjusted by the Dornach municipal multiplier. Dividend distributions are generally subject to 35 percent Swiss withholding tax, with reliefs or refunds depending on shareholder status and treaties. VAT may apply if registered. Employers also pay social security contributions.

Can foreign nationals found a company and work in Switzerland

Yes. Foreign nationals can own Swiss companies. Working in Switzerland requires a residence and work permit. EU-EFTA citizens benefit from facilitated access. Non-EU founders need to meet stricter criteria, such as demonstrating economic interest, sufficient capital, and a viable business plan that benefits the regional economy. Early coordination with the Solothurn migration office is advisable.

What internal and third-party documents should I prepare

Typical documents include articles of association, organizational regulations, shareholder or founders agreement, IP assignment from founders and contractors, employment contracts and policies, board resolutions, data protection notices and processor agreements, terms and conditions, and where applicable, sector-specific compliance policies. For GmbH and AG, keep an up-to-date share register and beneficial owner records.

Additional Resources

Solothurn Commercial Register Office handles company registrations for Dornach.

Notaries in the Canton of Solothurn prepare the notarial deed and file incorporation documents.

Solothurn Tax Administration provides guidance on cantonal and municipal taxes and tax accounts.

Solothurn social security compensation office SVA Solothurn manages AHV-AVS, IV-AI, ALV registrations and employer accounts.

Federal Tax Administration handles VAT registration and returns.

Solothurn Migration and Labor authorities advise on residence, work permits, and labor market approvals.

Swiss Federal Institute of Intellectual Property supports trade mark, design, and patent protection.

Solothurn Chamber of Commerce and Industry and the Canton of Solothurn economic development office offer networking, programs, and support for new businesses.

Municipality of Dornach administration can advise on zoning, building permits, signage, and local business matters.

Solothurn Bar Association can help you find a lawyer experienced in business formation and commercial law.

Next Steps

Clarify your business model, financing needs, and risk tolerance so you can choose an appropriate legal form. Consider whether you need limited liability, external investors, or a simple sole proprietorship to start.

Engage a local lawyer and notary to plan the incorporation timeline, confirm required documents, and coordinate the capital deposit with a Swiss bank. If you need a Swiss-resident director or manager, identify a suitable person or service provider early.

Prepare core documents such as articles of association, organizational regulations, shareholder or founders agreement, initial board and shareholder resolutions, and IP assignments from founders and contractors. Check and reserve your company name and confirm availability.

Open a capital deposit account, obtain the bank confirmation, execute the notarial deed, and file with the Solothurn Commercial Register. After registration, obtain your UID and ensure share and beneficial owner registers are set up correctly.

Register for VAT if required or beneficial. Set up accounting, select an auditor if needed, and implement payroll with registrations at SVA Solothurn, accident insurer, and a pension fund once thresholds are met. Review withholding tax obligations for foreign employees.

Verify sector-specific permits and municipal requirements in Dornach for your premises, including zoning, building approvals, signage, and health or safety rules. Put in place a privacy notice and basic data protection compliance under the revised Swiss Data Protection Act.

If you need legal assistance, schedule an initial consultation with a business formation lawyer in the Canton of Solothurn. Bring a draft business plan, capitalization plan, proposed ownership structure, and any questions about taxes, permits, staffing, and timelines. Early legal input can prevent costly changes later and helps you launch smoothly in Dornach.