Create an LLC or a Corporation in Geneva: Complete Guide 2026

Differences between LLC and Corporation: What are their specific features?

The Limited Liability Company (LLC) and the Corporation are two popular legal forms in Switzerland, but they meet different needs. Understanding their specifics is essential to choose the one that best suits your entrepreneurial project.

LLC: A flexible structure for small and medium-sized businesses

• Limited liability: Members are only liable up to their contributions.
• Number of members: Minimum of 1 member, who can be an individual or a legal entity.
• Transparency: The names of the members are listed in the commercial register, which may raise confidentiality concerns.
• Participation: Each member has voting rights proportional to their share in the capital.

Corporation: Ideal for large companies or investors

• Limited liability: Shareholders are only liable up to their shares.
• Confidentiality: Shareholders are not listed in the commercial register.
• Flexibility: Shares can be easily transferred, facilitating the entry of new investors.
• Structure: Requires a board of directors and a general meeting of shareholders.

Minimum capital, liability, and structure of corporate bodies

Minimum capital required

Liability of members

• LLC: Members are only liable up to their contributions.
• Corporation: Shareholders only risk their initial investment.

Structure of corporate bodies

Tax advantages and disadvantages for an LLC or Corporation in Geneva

Corporate taxation

• LLC: Profits are taxed at the company level, then dividends at the member level.
• Corporation: Same principle, but shareholders sometimes benefit from better tax optimization through partial exemptions.

VAT

Both types of companies must register for VAT if their annual turnover exceeds 100,000 CHF (source: VAT liability for Swiss companies).

Specific tax advantages

• LLC: Ideal for small businesses with limited turnover.
• Corporation: Better suited for companies with foreign investors or international activities.

Incorporation procedures: Step by step

1. Choose the legal form: Analyze your needs in terms of liability, confidentiality, and taxation.
2. Draft the articles of association: Prepare the company's articles in accordance with the Code of Obligations (source: LLC Law (Code of Obligations, art. 772-827)).
3. Open a bank account: Deposit the required share capital into a blocked account.
4. Notarial deed: Have the articles authenticated by a notary.
5. Register with the commercial register: Submit the necessary documents (articles, proof of capital deposit, etc.) to the commercial register (source: Registration obligations in the Swiss commercial register).
6. Obtain the company identification number (UID): Required for all companies in Switzerland.

Expected timelines and costs to register a company in Geneva

Timelines

• Document preparation: 1 to 2 weeks.
• Validation by the commercial register: 2 to 4 weeks.
• Obtaining the UID number: 1 week after registration.

Estimated costs

Common mistakes when creating a company and how to avoid them

1. Inappropriate choice of legal form: Analyze your long-term needs before deciding.
2. Underestimating costs: Plan a realistic budget including administrative and legal fees.
3. Incomplete documents: Ensure all required articles and documents are compliant.
4. Poor capital management: Make sure the capital is properly paid up and deposited.

Practical case: Creating an LLC in Geneva

Example with figures

• Share capital: 20,000 CHF fully paid up.
• Notary fees: 1,200 CHF.
• Registration fees: 800 CHF.
• Bank fees for blocked account: 200 CHF.
• Total: 22,200 CHF.

FAQ Common questions about creating a company in Geneva

1. What is the most suitable legal form for a startup?

• The Corporation is often preferred for startups seeking to raise funds.

2. Can you create an LLC alone?

• Yes, an LLC can be formed by a single member.

3. What are the timelines for creating a company in Geneva?

• About 3 to 6 weeks, depending on the complexity of the file.

4. Do I need to register for VAT upon creation?

• Only if your annual turnover exceeds 100,000 CHF.

5. What documents are required for registration?

• Articles, proof of capital deposit, notarial deed, registration form.

6. What are the tax advantages of a Corporation?

• A Corporation can benefit from partial exemptions on dividends for shareholders.

Choosing between LLC and Corporation: Additional criteria to consider

When choosing between an LLC and a Corporation, several additional criteria may influence your decision. Here are some points to consider:

: Flexibility in management

• LLC: Management is often simpler, as it does not require a board of directors. This can be an advantage for small businesses or sole entrepreneurs.
• Corporation: The structure is more rigid, but it allows for better distribution of responsibilities thanks to the board of directors.

: Access to financing

• LLC: Financing options are often limited, as shares are not freely tradable.
• Corporation: Shares can be listed on the stock exchange, making it easier to attract investors and significant capital.

: Company image

• LLC: Suitable for small local businesses or family businesses.
• Corporation: Enhances credibility and brand image, especially for companies wishing to operate internationally.

Legal and administrative obligations after creation

Once your company is created, it is essential to comply with certain legal and administrative obligations to ensure its proper functioning.

: Accounting and audit

• LLC: Small LLCs may be exempt from an audit if they meet certain criteria (for example, annual turnover below 10 million CHF).
• Corporation: Audits are mandatory for large companies or those listed on the stock exchange.

: Tax declarations

• Annual declaration: All companies must submit an annual tax declaration detailing their income and expenses.
• VAT: If your turnover exceeds 100,000 CHF, you must declare and pay VAT quarterly or semi-annually (source: VAT liability for Swiss companies).

: General meetings

• LLC: A members' meeting must be held at least once a year to approve the accounts.
• Corporation: An annual general meeting of shareholders is mandatory to approve the accounts and make strategic decisions.

Checklist: Key steps to successfully create your company

Here is a checklist to ensure you do not forget any important steps when creating your company:

• Define your objectives and choose the appropriate legal form (LLC or Corporation).
• Draft the company's articles of association.
• Open a bank account for the deposit of share capital.
• Prepare all necessary documents for registration with the commercial register.
• Have the articles authenticated by a notary.
• Submit the registration application to the commercial register.
• Obtain the company identification number (UID).
• Register for VAT if necessary.
• Set up accounting in accordance with legal requirements.
• Organize the first general meeting or members' meeting.

Comparative table: LLC vs Corporation for different types of companies

FAQ: Additional questions about creating a company in Geneva

7. What are the recurring fees for an LLC or a Corporation?

• Recurring fees include accounting costs, tax declarations, audits (if applicable), and administrative fees.

8. Can an LLC be converted into a Corporation later?

• Yes, it is possible to convert an LLC into a Corporation, but this requires amending the articles and approval by the members' meeting.

9. What are the advantages of a Corporation for international companies?

• A Corporation offers a better brand image, greater ease in attracting foreign investors, and a structure suited to international operations.

10. Is it mandatory to have a registered office in Geneva to create a company?

• Yes, every company must have an official address in Switzerland, and for a company in Geneva, the registered office must be located in the canton.

11. Can a foreigner create an LLC or a Corporation?

• Yes, but at least one person residing in Switzerland must be authorized to represent the company (source: Registration obligations in the Swiss commercial register).

References

• Registration obligations in the Swiss commercial register
• New corporate governance regulations in Switzerland
• LLC Law (Code of Obligations, art. 772-827)
• VAT liability for Swiss companies