Trading Vehicles: Overview (Switzerland)

A Practice Note that outlines the key corporate features of the main trading vehicles used to carry out commercial activities in Switzerland. This Practice Note examines the legal characteristics, structures, and suitability of various business entities under Swiss law. It details the requirements and implications of establishing a sole proprietorship, highlighting its formation process and the unlimited liability of the proprietor. Furthermore, this Practice Note provides a comparative analysis of Swiss companies, including the company limited by shares (Ltd/AG/SA) and the limited liability company (LLC/GmbH/Sàrl), focusing on critical differences in their legal personality, capital requirements, shareholder liability, and governance. It also explores the frameworks for general and limited partnerships, explaining the roles and liabilities of partners in each structure. This Practice Note provides essential guidance for choosing the appropriate legal form for a commercial venture in Switzerland by comparing the key features of each option as regulated by the Swiss Code of Obligations (CO).

Carrying out commercial activities and commercial ventures in Switzerland involves choosing a trading vehicle, which requires navigating the distinction between business entities that differ in their structure and key legal characteristics. Understanding the specific circumstances applicable to each type of vehicle is essential to limit personal liability and ensure compliance with Trading Vehicles: Overview (Switzerland), Practical Law UK Practice Note w-032-1673 the Code of Obligations (CO). To address these establishment and operation requirements, this Practice Note outlines the key corporate features of the main trading vehicles used in Switzerland.

This Practice Note covers:

• Sole proprietorships (see Sole Proprietorships (Sole Traders)).
• Companies (see Types of Swiss Companies).
• General and limited partnerships (see Types of Swiss Partnerships).

It also summarises other legal entities that may, in certain circumstances, be used for commercial ventures (see Alternative Vehicles).

By outlining governance, capital, and audit requirements, this Note allows practitioners to evaluate practical structures for small-scale businesses, medium to large businesses, corporate groups, and family businesses seeking external investment.

This Practice Note does not address tax-related issues arising from the differing tax treatment applicable to each type of vehicle, nor does it cover vehicles used for retail investment funds (see Country Q&A, Retail investment funds in Switzerland: regulatory overview: Fund Vehicles and Structures, charitable organisations, or entities established primarily for non-profit purposes.

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Thomson Reuters, Practical Law, Trading Vehicles: Overview (Switzerland), May 2026