Best New Business Formation Lawyers in Malans

About New Business Formation Law in Malans, Switzerland

New business formation in Malans follows Swiss company law as implemented at federal, cantonal, and municipal levels. The process generally involves choosing a business form, preparing foundational documents, and registering with the cantonal Handelsregister (commercial register). In Graubünden, the Handelsregister Office handles local filings and ensures compliance with cantonal regulations alongside federal rules.

Common forms include sole proprietorships, GmbH (limited liability companies) and AG (stock corporations). For each form, there are capital, governance, and liability requirements that affect planning, financing, and ownership. Notaries or legal counsel are often engaged to prepare or certify articles of association, share agreements, and official filings before submission to the register.

Founders should also consider tax registration, social security enrollment, and data protection obligations early in planning. Malans residents often coordinate with local accountants or auditors to ensure proper capitalization, payroll setup, and VAT registration. The overall aim is to establish a compliant, properly registered business that can begin operations without avoidable delays.

Source: Swiss Code of Obligations (OR) governs company formation including GmbH and AG structures, capital requirements, and filing formalities. See official OR references at fedlex.admin.ch.

Why You May Need a Lawyer

• Choosing the right business form for a Malans project - A local client plans to combine a small services firm with a family partnership. A lawyer helps compare liability, capital, and tax implications of a GmbH versus an AG, aligning form with financing strategy and risk tolerance.
• Drafting and filing foundational documents - For a Malans start-up seeking external investment, you need precise articles of association, share-transfer provisions, and appointment mandates. An attorney ensures documents comply with the Swiss Code of Obligations and cantonal filing rules.
• Navigating name reservation and commercial registry requirements - If your chosen name overlaps with a Graubünden business, a lawyer can perform name checks and handle the registry submission to avoid delays or name disputes at the Handelsregisteramt.
• Drafting employment and founder agreements - Founding a Malans enterprise with co-founders requires clear founder agreements and employment contracts that address equity, vesting, non-compete clauses, and IP ownership, reducing later disputes.
• Cross-border or multi-jurisdictional compliance - A Malans company planning cross-border sales or a cross-canton supply chain may face differing corporate and tax rules. A lawyer coordinates entity structure, VAT considerations, and data protection compliance.
• VAT, data protection, and regulatory compliance - As soon as turnover triggers VAT or handling of personal data grows, a lawyer helps implement compliant data practices, VAT registration, and ongoing regulatory reporting to the authorities.

Local Laws Overview

The formation and ongoing operation of businesses in Malans are shaped by federal codes, cantonal regulations, and local registry rules. Below are key laws and regulatory areas relevant to new business formation.

• Swiss Code of Obligations (OR) - Governs corporate forms (for example GmbH and AG), governance structures, and the required articles of association. It also sets liability and capital requirements for different entity types. New businesses in Malans must comply with OR provisions when forming and operating. Recent reform efforts emphasize digital filing and streamlined corporate governance processes.
• Federal Value Added Tax Act (MWSTG) and VAT Ordinance - Applies to taxable supplies and requires VAT registration for annual turnover thresholds. Malans entrepreneurs should assess VAT registration timing and invoicing rules to avoid penalties. VAT rules affect pricing, bookkeeping, and reporting for new businesses.
• Graubünden Cantonal Handelsregister Regulations - Each canton implements its own procedures for registering companies in the cantonal Handelsregister. In Graubünden, registry filings, name checks, and official notices are handled by the cantonal registry authorities, with local notarial involvement for certain forms. Online submission and digital signatures are increasingly supported in cantonal filings.

Notes on recent changes and trends: the Swiss corporate filing process has seen increased digitization in cantons, with more online submissions and electronic signatures accepted for certain documents. This shift affects Malans filings by potentially speeding up registration times and reducing travel to registry offices. For precise dates and cantonal procedures, check Graubünden registry portals and federal guidance.

Source: ch.ch starting a business guidance and registry considerations, including online filing trends and procedures. See ch.ch - starting a business.

Source: Swiss Federal Tax Administration on VAT registration and compliance for new businesses. See ESTV - Swiss Federal Tax Administration.

Frequently Asked Questions

What is the Swiss Code of Obligations and how does it affect new businesses in Malans?

The Swiss Code of Obligations governs the formation of GmbH and AG, including capital requirements and governance. It defines the documents you must file and the liability regime for owners and managers.

How do I start a GmbH in Malans and what documents are needed?

You need Articles of Association, a capital deposit proof, and registration with the Graubünden Handelsregister. A notary often certifies the documents, and you must appoint directors and a registered office.

When must I register with the Handelsregister in Graubünden after forming a new company?

Registration generally occurs soon after signing the founding deeds and capital contributions. Most cantonal offices require filing within a few weeks to avoid penalties or delayed operations.

How much capital is required to form an AG or GmbH in Switzerland?

AGs require a minimum share capital of CHF 100,000, with at least CHF 50,000 paid up. GmbHs require a minimum share capital of CHF 20,000, fully paid up. These amounts govern initial capitalization and liability limits.

Do I need a lawyer to form a business in Malans?

While not legally mandatory, a lawyer reduces risk by drafting precise articles, ensuring compliance with OR, and navigating local registry requirements. This can prevent costly amendments later.

What is the process to reserve a company name in Graubünden?

You should perform a name search with the Handelsregisteramt to ensure the name is available. If approved, you can proceed with the formation documents and registry filing.

How long does it take to register a new company in Graubünden?

Registration typically takes several weeks, depending on document completeness and registry workload. Digitized submissions may shorten processing times in some cases.

Is online registration available for Malans business formation?

Yes, many cantonal registries support online filings and electronic signatures for certain documents. Check with the Graubünden Handelsregister for current online options.

Can a non-Swiss resident form a company in Malans?

Non-residents can form Swiss companies, but may face additional requirements such as local registered office, director presence, and identity verification. Legal counsel helps navigate these terms.

What are the typical costs of hiring a corporate lawyer in Malans?

Costs vary by complexity, but expect hourly rates for corporate work and fixed fees for filing packages. A preliminary engagement letter will outline scope, hours, and fees.

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

A GmbH is a limited liability company with a lower capital requirement and typically used by smaller ventures. An AG is a stock corporation with greater capitalization and more formal governance requirements.

Do I need to appoint a local director orManager in Malans?

Directors or managers must meet Swiss residency or other regulatory criteria, depending on the form and ownership. A lawyer can help structure governance to satisfy local rules.

Additional Resources

• Graubünden Cantonal Handelsregister - Official cantonal registry for company incorporation and amendment notices in Graubünden. It handles name checks, registration filings, and publication of notices. See the cantonal portal for Handelsregister services and contact details.
• Swiss Federal Tax Administration (ESTV) - Provides guidance on VAT registration, invoicing, and compliance for new businesses in Switzerland. Useful for planning the tax aspects of formation and early operations. See ESTV official site for VAT information.
• Ch.ch - Starting a Business - Federal guidance for entrepreneurs on choosing a business form, naming, registrations, and registration timelines. It consolidates federal and cantonal steps for new ventures. See the official starting a business page.

Next Steps

1. Clarify your business form and ownership structure, including liability implications, with a local lawyer experienced in Malans and Graubünden regulations. Timeline: 1-2 weeks.
2. Conduct a name check with the Graubünden Handelsregister to avoid conflicts and ensure availability. Timeline: a few days to 2 weeks.
3. Engage a notary or legal counsel to finalize filings and coordinate with the Handelsregisteramt Graubünden. Timeline: 1-2 weeks for document preparation and signing.
4. File all requisite documents with the cantonal registry and obtain formal registration confirmation. Timeline: 2-6 weeks, subject to registry workload.
5. Set up VAT registration if applicable and establish accounting, payroll, and data protection measures. Timeline: 1-3 weeks after registration.
6. Review ongoing regulatory obligations with your attorney, including annual filings, board or shareholder resolutions, and changes in ownership. Timeline: ongoing.