form a company
You are looking for a notary in Lucerne who can incorporate your company and ensure that everything is duly filed with the Commercial Registry Office. Our notary's office will be happy to advise you on the start-up of your company, be it the formation of a sharholding corporation (AG) or the formation and registration of a limited liability company (GmbH).
The formation of a company, a joint-stock company, an AG or a limited liability company, GmbH requires public certification (Art. 777 OR). The notarisation is carried out by a notary public, which in the Canton of Lucerne is the notary public. The formation can take place at any competent notary public in Switzerland, regardless of the domicile of the AG. This means that even if you would like to have the registered office of your company in the Canton of Zug or Zurich, but do not want to wait for an appointment at the official notary's office and would like to establish your company without delay and would like appropriate advice from our specialists, then call us.
Preliminary clarifications & availability of the company name
These preliminary clarifications also include the clarification of the availability of the planned company name. You can take care of this yourself or ask for advice. You can carry out an initial search yourself at www.zefix.ch. However, it is advisable to commission the IGE to clarify the company name (the name of your business) or to seek further advice.
Preparation of the commercial register application and incorporation papers
Our notary's office will assist you in preparing the necessary papers that will be required for the application to the Commercial Register Office. If you prepare the documents yourself, it is advisable to have them pre-checked by the Commercial Registry Office. If the formation is particularly urgent or complex, and if the Commercial Registry Office has the necessary capacity, an urgent pre-check can be requested, which will incur correspondingly higher costs. As a rule, the costs for the preliminary examination are eliminated by the involvement of our notary and consulting lawyers.
If the share capital is to be paid in cash, the required amount must be deposited in a blocked account at a bank and the corresponding certificate must be obtained.
If the capital of the limited liability company is to be paid up by the contribution of assets in kind (e.g. a vehicle or a business with assets and liabilities), a written transfer agreement (contribution in kind agreement) must be concluded between the transferor (contributor in kind) and the limited liability company being formed. For the registration of the new company, various legally prescribed formal requirements for transparency must be observed, and additional commercial register documents must be prepared and submitted. Our lawyers will be happy to advise you in this regard.
Appoint a licensed, independent auditor and obtain the relevant declaration of acceptance of election. If a company is subject to the limited audit obligation, it may waive the audit with the consent of all shareholders if the company has no more than ten full-time employees on an annual average.
Notarization of the formation
All founding members or their representatives must be present at the formation meeting and must be able to identify themselves with official documents (passport). Substitutes must also identify themselves and present a corresponding officially certified power of attorney. The notary certifies the act of formation and authenticates all signatures.
Registration with the commercial registry office
Now you can bring the certificate of incorporation together with the signed application and supporting documents to the Commercial Registry Office for registration or send it to them. Provided that the documents are complete and in compliance with the law, your company will usually be entered in the Commercial Register within seven working days (the costs are usually between CHF 300 and 500). If desired, a confirmation of registration can be issued even before publication of the entry in the Swiss Official Gazette of Commerce. This costs an additional CHF 80.
Registration with the social security authorities
After registration in the Commercial Register, the AHV Compensation Office (in the Canton of Lucerne the WAS Lucerne) will send you the registration form for legal entities. With this form, you register your company for social insurance contributions. You also settle family allowances and contributions to unemployment insurance with WAS Luzern.
Occupational benefit scheme
Enrol your company in a BVG pension scheme. Your company is only exempt from this if neither you nor other employees are subject to compulsory occupational benefits insurance.
As the founder of a Swiss company, you are an employee of your company. You and all your employees must therefore take out compulsory accident insurance.
Registration for value added tax
If your company meets the requirements for VAT liability, the managing directors must register the company with the Federal Tax Administration FTA, VAT Department, Schwarztorstrasse 50, 3003 Bern. You can also register online under the following link https://feds.eiam.admin.ch/adfs/ls/ and make the settlements digitally in each case.
Registration with the Commercial Register Office
The company to be registered must be clearly identified in the commercial register application by stating the company name, registered office (political municipality), legal domicile (street, house number, postcode and town). For details, reference may be made to the supporting documents attached and to be listed in the application. The application must be signed by one or more persons authorised to sign for the GmbH or AG in accordance with their authority to sign or by an authorised third party (enclosing a copy of the power of attorney). In addition, the signatures of all other persons with signing authority (directors, authorised signatories, etc.) must be deposited with the Commercial Register Office. All signatures must be officially certified. Upon request, the application will be executed by the Commercial Register Office.
Documents required for registration with the Commercial Register Office
The following documents must be submitted to the Commercial Register Office for the registration of the formation of a limited liability company, whereby no additional documents are required for information that is already recorded in the public deed of formation. Depending on the commercial registry office at which the registration is to be made, different templates are used, which is why it is worth contacting our notary's office beforehand.
- public document about the act of incorporation
- if the function of the managing directors is based on an election, proof that the persons concerned have accepted the election template to fill in
- if the company does not carry out an ordinary or limited audit: the SME declaration of the shareholders regarding the waiver of the audit (Art. 62 Para. 2 HRegV) Formulation for Canton Lucerne
- if applicable, insofar as the articles of association provide for this, a resolution of the management board on the regulation of the chairmanship of the management board
- if applicable, insofar as the articles of association so provide, resolution of the management board on the appointment of further persons entitled to represent the company
- in the case of cash deposits: a certificate stating the bank at which the deposits have been made, if the bank is not named in the public deed
- if applicable, the declaration of the domiciliary holder that he or she grants the company a legal domicile at the place of its registered office
- Lex Friedrich declaration if, according to the articles of association, the purpose of the company is to acquire real estate which is not a permanent establishment within the meaning of Article 2 para. 2 lit. a FL
- if a legal entity which is not registered in the Swiss Commercial Register is to be registered as a shareholder: current certified (and over-certified) extract from the foreign Commercial Register or an equivalent document attesting to the existence of the legal entity
Pursuant to Art. 24a HRegV, the Commercial Register Office must verify the identity of natural persons to be entered in the Commercial Register on the basis of a valid passport or identity card or a copy of a valid passport or identity card. Therefore, for personal registrations must always be submitted:
- Copy of identity document, if possible as a separate loose document without external connection to another (public) commercial register document.
If there are contributions in kind, acquisitions in kind, intended acquisitions in kind, set-offs or special benefits, the following documents must also be submitted:
- Contribution-in-kind agreements and / or acquisition-in-kind agreements with the required enclosures
- formation report signed by all founders
- unconditional audit confirmation from a state-supervised auditing company, a licensed auditing expert, a licensed auditor or a licensed auditor
Information on the website of the Commercial Register Office of the Canton of Lucerne.Start your company