Best New Business Formation Lawyers in Dornach

About New Business Formation Law in Dornach, Switzerland

Starting a business in Dornach means navigating Swiss federal law, cantonal rules of the Canton of Solothurn, and certain municipal requirements. Most of the legal framework for company formation is set at the federal level in the Swiss Code of Obligations, the Commercial Registry Ordinance, tax statutes, social insurance laws, and the revised Federal Act on Data Protection. Registration in the commercial register is handled at the cantonal level, and local permits are issued by the commune of Dornach. The process is predictable, documentation driven, and generally efficient if you prepare your documents carefully and plan for notarization where required.

Entrepreneurs typically choose among a sole proprietorship, a general or limited partnership, a limited liability company GmbH, a corporation AG, a cooperative, or a Swiss branch of a foreign company. Each legal form has distinct requirements on capital, liability, governance, accounting, and disclosure. After formation, most businesses in Dornach register for a business identification number UID, meet tax and social insurance obligations, and obtain any industry specific permits.

Why You May Need a Lawyer

Business formation appears straightforward, but legal advice can save time and prevent costly mistakes. A lawyer helps you choose the optimal legal form based on liability, tax, investor expectations, and governance. Counsel drafts articles of association and shareholder agreements that fit your deal specifics, not just a template. Notarization is required for setting up a GmbH or AG and for certain later changes, and a lawyer coordinates smoothly with the notary.

Legal guidance is valuable if founders or directors reside abroad or need Swiss resident signatories, if you contribute assets in kind rather than cash, or if you plan an employee participation plan. Regulated activities such as gastronomy, healthcare, finance, transport, education, crafts, and construction often require permits at the cantonal or communal level, and a lawyer can map the sequence of approvals. If you will lease commercial space, counsel can negotiate lease clauses on fit out, rent adjustments, signage, and termination. Lawyers also help with employment contracts, data protection compliance, trademark protection, and immigration work permits for foreign staff. Finally, they coordinate with tax advisors on VAT, corporate income tax, and withholding tax to avoid unpleasant surprises.

Local Laws Overview

Legal forms and capital. A sole proprietorship is simple and suited for one owner who accepts unlimited personal liability. A general partnership and a limited partnership are options for multi owner businesses with personal liability features. A GmbH is popular for small and medium enterprises and requires a minimum share capital of CHF 20,000 fully paid in. An AG is suited for larger ventures and requires CHF 100,000 share capital with at least CHF 50,000 paid in at incorporation. Contributions in kind are possible for GmbH and AG if supported by an audited contribution in kind report and properly notarized. Cooperatives support member based ventures. A foreign company can register a Swiss branch in the commercial register.

Management and residency. For a GmbH or AG, at least one person who can represent the company by signature must be resident in Switzerland. This can be a director, managing director, or authorized signatory. Branches of foreign companies must also appoint a Swiss resident authorized signatory. Sole proprietors and partnerships do not have a statutory Swiss residency requirement, but immigration and work authorization rules apply to foreign founders.

Naming and registration. Company names must be distinctive and comply with naming rules. GmbH and AG names are protected throughout Switzerland. Sole proprietorships must include the family name of the proprietor. Most businesses register in the commercial register maintained by the Canton of Solothurn. A sole proprietorship must register once it reaches CHF 100,000 annual revenue. Registration triggers a UID assignment used for dealings with authorities.

Notarization and process. GmbH and AG formations require a public deed before a notary. Founders typically open a capital payment account at a Swiss bank, deposit the capital, receive a bank confirmation, sign the formation deed and articles, and file with the commercial registry. Processing times are often one to three weeks once the file is complete. Documents are typically prepared in German, the official language used by the registry in Solothurn.

Accounting and audit. All companies must keep proper accounts. AG and GmbH undergo a limited audit unless they qualify to opt out by having fewer than 10 full time equivalent employees and unanimous shareholder consent. Large companies that exceed statutory thresholds must undergo an ordinary audit. Sole proprietors below certain size thresholds may keep simplified accounts.

Taxes. Swiss businesses are subject to federal, cantonal, and communal taxes. Effective profit tax rates vary by canton and commune. VAT registration is mandatory if your taxable worldwide turnover reaches CHF 100,000 in a 12 month period. Many start ups register voluntarily for VAT to recover input tax. Withholding tax of 35 percent applies to dividends paid by Swiss companies, with possible reductions under treaties or domestic relief when conditions are met. Sole proprietors are taxed on business profits as personal income.

Social insurance and payroll. Employers must register with the cantonal compensation office for AHV AVS old age and survivors insurance, IV AI disability insurance, and EO APG loss of earnings. Accident insurance UVG LAA is mandatory for employees. Occupational pension BVG LPP is mandatory for eligible employees above statutory salary thresholds. Daily sickness allowance insurance is optional but common. Employers also handle withholding tax at source for certain foreign employees.

Permits, zoning, and sector rules. Depending on your activity and premises in Dornach, you may need municipal approval for signage, building alterations, or change of use. Regulated trades such as gastronomy need licenses for food service and alcohol. Health and safety requirements apply to workplaces and construction sites. Certain professional services require evidence of qualifications. Waste disposal, noise, and opening hours can be subject to local ordinances.

Data protection and compliance. The revised Federal Act on Data Protection applies to most businesses that process personal data. You must provide transparent privacy notices, ensure appropriate security, and assess high risk processing. If you monitor employees or use video surveillance, employment and data protection rules apply. Anti money laundering rules apply if you act as a financial intermediary or conduct specified activities. Corporate law reforms in recent years introduced more flexible capital rules and meeting formats for GmbH and AG; your articles can adopt these features if desired.

Immigration and cross border issues. Founders or managers who are not Swiss nationals may need residence and work authorization. Applications are handled by the cantonal migration authorities with federal oversight. Cross border workers from the EU EFTA region benefit from specific agreements. If you trade across the nearby cantonal border with Basel or across national borders, consider VAT place of supply, customs, and logistics implications.

Frequently Asked Questions

What legal forms can I choose for a new business in Dornach

Common options are a sole proprietorship, a general partnership, a limited partnership, a limited liability company GmbH, a corporation AG, a cooperative, or a Swiss branch of a foreign company. Your choice depends on liability tolerance, funding needs, investor expectations, governance preferences, and tax considerations. Many small and medium businesses choose a GmbH for limited liability and flexible governance.

What are the minimum capital requirements for a GmbH and an AG

A GmbH requires CHF 20,000 fully paid in at incorporation. An AG requires CHF 100,000 share capital with at least CHF 50,000 paid in at incorporation. Capital can be paid in cash or, with proper documentation and notarization, by contributing assets in kind.

Do I need a Swiss resident director or manager

Yes, for a GmbH or AG, at least one person who can sign on behalf of the company must be resident in Switzerland. For a branch of a foreign company, you must appoint a Swiss resident authorized signatory. Sole proprietorships and partnerships do not have a corporate residency requirement, but immigration rules apply to individuals who work in Switzerland.

How long does incorporation usually take in Dornach

Once your documents are in order, a GmbH or AG can often be registered in one to three weeks. The critical path is opening the capital payment account, arranging notarization, and passing the registry review. Timelines vary with document complexity and registry workload.

When must I register for VAT

You must register when your taxable worldwide turnover reaches CHF 100,000 in a 12 month period. Many start ups register voluntarily earlier to recover input VAT on investments. Some sectors have exemptions or special schemes. Registration is with the Federal Tax Administration, and VAT returns are filed periodically.

Does a sole proprietorship have to be in the commercial register

Yes if it has annual revenue of CHF 100,000 or more. Below that threshold, registration is not mandatory but can still be useful for credibility and banking. Regardless of registration, the proprietor remains personally liable for business obligations.

What accounting and audit rules apply to small companies

All businesses must keep accounts. A GmbH or AG with fewer than 10 full time equivalent employees can opt out of a limited audit if all shareholders agree. Larger entities or those exceeding statutory thresholds require a limited or ordinary audit. Sole proprietors below size thresholds may keep simplified accounts focused on income, expenses, and assets.

Can foreign nationals set up a company in Dornach

Yes. Foreign individuals can form and own Swiss companies. If you or your managers will work in Switzerland, you may need residence and work authorization. At least one person with signing authority must be resident in Switzerland for a GmbH or AG. Banks and notaries will perform identity and compliance checks.

What local permits might I need for premises in Dornach

You may need municipal approvals for building alterations, change of use, signage, outdoor seating, or extended opening hours. Sector specific licenses apply to activities such as gastronomy, healthcare, childcare, transport, and crafts. Engage the commune early to confirm what is required for your location and activity.

How do I protect my company name and brand

Registering your company in the commercial register protects the company name for GmbH and AG. To protect products or services, consider registering a trademark with the Swiss Intellectual Property Institute. Contracts, confidentiality practices, and website terms also help protect your brand and know how.

Additional Resources

Canton of Solothurn Commercial Registry Office Handelsregisteramt Solothurn for company registrations and extracts.

Municipality of Dornach Gemeindeverwaltung Dornach for local business permissions, signage, and building matters.

Canton of Solothurn Tax Office Kantonale Steuerverwaltung Solothurn for cantonal and communal taxes and rulings.

Federal Tax Administration Eidgenossische Steuerverwaltung for VAT registration and guidance.

Solothurn Compensation Office SVA Solothurn for AHV AVS registration, family allowances, and payroll social insurance.

Accident Insurance SUVA or private insurers for mandatory accident coverage and workplace safety guidance.

Amt fur Migration und Schweizer Ausweise des Kantons Solothurn for residence and work permits.

Amt fur Wirtschaft und Arbeit des Kantons Solothurn for labor matters and economic development support.

Swiss Federal Commercial Registry Office and ZEFIX for company name checks and registry information.

Swiss Intellectual Property Institute IGE for trademark and design registrations.

Next Steps

Clarify your business model, funding plan, and risk profile so you can choose the right legal form. Check the availability of your desired company name and confirm whether your activity needs special permits in Dornach or at canton level. Prepare a budget and timeline that accounts for notary and registry fees, bank capital account fees, legal and tax advice, and insurance premiums.

Engage a lawyer and, where appropriate, a notary and tax advisor to draft articles of association, shareholder agreements, and tailored contracts. If forming a GmbH or AG, open a capital payment account and gather founder identification, beneficial owner information, and any documents for contributions in kind. Plan your first hires with compliant employment contracts and register for social insurance and accident coverage. If you will occupy premises, negotiate your lease with attention to build out, approvals, and signage. Set up bookkeeping, choose VAT methods, and implement basic data protection measures before you go live.

If you need assistance, contact a Swiss business lawyer familiar with Canton Solothurn procedures. Share your timeline, business plan, and any cross border elements. Early advice helps sequence registrations and permits correctly, reduces delays at the registry, and sets your company up for compliant growth in Dornach.