Best New Business Formation Lawyers in Muttenz

About New Business Formation Law in Muttenz, Switzerland

Muttenz is a municipality in the Canton of Basel-Landschaft. New business formation here follows Swiss federal law with important cantonal and municipal procedures. The Swiss Code of Obligations governs company forms, incorporation steps, governance and accounting. The Commercial Register Ordinance sets registration rules. Corporate income tax, value added tax and social security are regulated at federal and cantonal levels. Certain activities also require sector specific permits under cantonal or municipal rules.

For companies with share capital such as a GmbH or an AG, a Swiss notary must draw up the public deed of incorporation and authenticate signatures. Registration is completed at the Handelsregisteramt Basel-Landschaft. After entry in the register, the entity gains legal personality and receives a Swiss business identification number known as UID. Most filings and official correspondence in Basel-Landschaft are handled in German.

Why You May Need a Lawyer

A lawyer can help you select the right legal form based on liability, governance, investment and tax considerations. They draft and negotiate articles of association, organizational regulations and shareholder or quota holder agreements that prevent future disputes. Legal counsel manages qualified formations such as contributions in kind, share transfers and founders agreements. They coordinate notary, bank capital deposit, trade name review and Commercial Register filing to avoid delays.

Lawyers also advise on employment contracts, contractor classification, social security and accident insurance. They review commercial leases, zoning and signage approvals in Muttenz, and obtain sector permits for restaurants, retail, crafts, medical, transport or financial services. Counsel ensures data protection compliance under the revised Swiss Data Protection Act, helps protect trademarks and designs, and prepares standard terms and conditions. For foreign founders they coordinate residency and work permits and ensure anti money laundering and beneficial owner documentation is complete.

Local Laws Overview

Legal forms commonly used in Muttenz include the sole proprietorship known as Einzelfirma, the general partnership and limited partnership, the limited liability company known as GmbH and the corporation known as AG. Cooperatives and associations are options for specific purposes. A sole proprietorship has unlimited personal liability and generally registers in the Commercial Register once annual turnover reaches 100,000 Swiss francs. A GmbH requires a minimum capital of 20,000 Swiss francs fully paid in. An AG requires a minimum capital of 100,000 Swiss francs with at least 50,000 Swiss francs paid in at incorporation. GmbH and AG incorporation requires a notarized public deed and registration.

Typical GmbH or AG workflow in Basel-Landschaft includes choosing a compliant company name, opening a capital deposit account at a Swiss bank, notarizing the incorporation deed and articles, filing with the Handelsregisteramt Basel-Landschaft in Liestal, and obtaining the UID. You then register with the cantonal social security office for AHV-AVS and with accident insurance, consider VAT registration with the Federal Tax Administration, and make any municipal notifications for the business location in Muttenz. Foreign founders must meet identification and residency requirements and may need local representation for service of process.

Governance and ownership rules are set by the Code of Obligations. GmbH quota transfers can be restricted in the articles. AG shares have flexible transfer rules. Both forms must keep a share or quota register and record beneficial owners of non listed companies above the legal threshold. Keep corporate records in Switzerland and maintain up to date authorized signatories in the Commercial Register.

Accounting and audit obligations depend on size. All companies keep proper accounts and prepare annual financial statements. An ordinary audit applies to large companies that meet statutory thresholds. Most SMEs undergo a limited audit unless all owners consent to an audit opt out and the enterprise has no more than 10 full time equivalent employees.

Taxes apply at federal, cantonal and municipal levels. Corporations are subject to corporate income tax and cantonal capital tax. Sole proprietors are taxed on business profits as personal income and pay social security contributions. Dividend distributions are subject to Swiss withholding tax with relief available under participation or treaty rules. Issuance stamp duty may apply when equity exceeds statutory thresholds. Discuss your specific tax planning and salary dividend mix with a tax adviser.

Employment and social security are regulated nationally. Employers must register employees for AHV-AVS, withhold wage taxes where applicable, provide accident insurance, and set up occupational pension plans when thresholds are met. Written employment agreements are strongly recommended, and working time, vacation and termination rules must be followed.

Data protection is governed by the revised Swiss Data Protection Act. New businesses should adopt a privacy notice, data processing records and vendor agreements where required. Some industries need additional licenses. Restaurants, bars and takeaway operations require hospitality permits. Trades that affect public safety may require professional certifications. Any alterations to premises in Muttenz may require municipal building or signage permits under local zoning rules.

Intellectual property protection is handled nationally. You can register trademarks and designs with the Swiss Federal Institute of Intellectual Property. Patents may be filed in Switzerland or through European procedures. Brand clearance before launch is recommended to avoid conflicts.

Language and documentation matter. The Commercial Register in Basel-Landschaft operates in German, and notarial deeds are issued in German. Official translations may be required for foreign language founding documents.

Frequently Asked Questions

What business structures are available in Muttenz

Common options are the sole proprietorship, general partnership, limited partnership, GmbH and AG. Cooperatives, associations and foundations are used for special cases. The right choice depends on liability, capital, investor expectations and governance needs.

How long does incorporation take

If documents are complete and capital is in place, a straightforward GmbH or AG incorporation can often be registered within one to two weeks. Timelines vary with bank account opening, notary scheduling and Commercial Register processing. Allow extra time for foreign founder identification and qualified contributions.

Do I need a local address and local director

Yes, your company needs a registered office in Switzerland. At least one person with authority to represent the company must be resident in Switzerland. This requirement can be met by a director or a manager with signatory power. Service providers can offer domiciliation and resident signatory solutions where appropriate.

How much capital do I need for a GmbH or AG

A GmbH requires at least 20,000 Swiss francs fully paid in. An AG requires at least 100,000 Swiss francs, with a minimum of 50,000 Swiss francs paid in at formation. Contributions in kind are possible but require additional documentation and expert confirmation.

Can foreigners own Swiss companies

Yes, foreigners can own Swiss companies. Ownership is generally unrestricted for most sectors. Certain regulated industries have licensing or professional requirements. Foreign individuals who wish to work in Switzerland need appropriate residency and work permits.

Do I need to register for VAT

Registration is mandatory if your global turnover from taxable supplies in Switzerland reaches the legal threshold in a 12 month period. Voluntary registration is possible below the threshold and may be beneficial if you incur input VAT. Some activities are exempt or outside the scope. A tax adviser can assess your situation.

What are my ongoing compliance duties

Keep proper accounts, approve annual financial statements, hold owners meetings, update the Commercial Register for changes, maintain share or quota and beneficial owner registers, file tax returns, comply with VAT if registered, and meet employment and social security obligations. Renew sector licenses and municipal permits as needed.

Do I need a notary and where is the notarization done

GmbH and AG formations require a notarized public deed. Notarization is performed by a Swiss notary in the canton. Your lawyer coordinates the notary appointment, prepares the deed and arranges certified translations if needed.

Can I run a business from my home in Muttenz

Often yes for low impact activities, but you must respect zoning, building and nuisance rules and any restrictions in your lease or condominium regulations. Signage and customer traffic may require permits or be limited in residential zones. Check with the municipal administration before you begin.

How do I protect my brand

Conduct a name and trademark search, register your trademark with the Swiss Federal Institute of Intellectual Property, and secure related domains. Use clear branding in your contracts and marketing. A lawyer can manage clearance and filing to avoid conflicts.

Additional Resources

Handelsregisteramt Basel-Landschaft - the cantonal Commercial Register for company filings and extracts.

Kantonales Notariat Basel-Landschaft - notarial services for public deeds and certifications.

Standortförderung Kanton Basel-Landschaft - economic development and business support for the canton.

Einwohnergemeinde Muttenz - municipal administration for local permits, zoning and signage.

Handelskammer beider Basel - regional chamber of commerce for networking and guidance.

Wirtschaftskammer Baselland - SME association offering advice and training.

Swiss Federal Tax Administration - information on VAT registration and compliance.

SVA Basel-Landschaft - cantonal social security office for AHV-AVS and family allowances.

Amt für Migration Basel-Landschaft - residency and work permit matters.

Swiss Federal Institute of Intellectual Property - trademarks, patents and designs.

SECO and EasyGov - federal guidance and online services for starting and registering a business.

Zefix - central business name index for company name searches.

Next Steps

Clarify your business model, funding and risk profile, then choose a legal form with advice from a lawyer and tax adviser. Prepare founder identification, draft articles and a shareholders or quota holders agreement, and select a registered office in Muttenz. Open a capital deposit account with a Swiss bank if forming a GmbH or AG. Coordinate a notary appointment for the public deed, then file with the Handelsregisteramt Basel-Landschaft. After registration, obtain your UID, register for social security, assess VAT registration, and check municipal rules for your premises and signage.

If you need legal assistance, gather a brief description of your activities, founders and investors, planned timeline, budget and any sector specific questions. Contact a business lawyer experienced in Basel-Landschaft incorporations to receive a tailored roadmap, fee estimate and a document checklist. Early legal input helps you avoid delays, protect founders and comply with Swiss and local requirements from day one.