Company formation · Switzerland
Clear guidance on company formation in Switzerland
Substantive commercial law is unified at federal level, while courts and practice remain cantonal — a combination that shapes every Swiss business project. We match you with a lawyer who works with the Code of Obligations and the courts of your canton every day. Tell us what you are building and we connect you, free of charge.
- Federal company law, cantonal court practice
- Lawyers admitted under the BGFA, valid nationwide
- Free, no-obligation matching in 24–48h
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Overview
Company formation in Switzerland: two layers you have to understand
Company formation in Switzerland sits at the meeting point of two Swiss realities: substantive commercial law is unified at federal level, while the courts and day-to-day practice are organised canton by canton. The Code of Obligations, the fifth book of the Civil Code of 1907, regulates companies, contracts and commercial matters across the whole country. Because Switzerland is not a member of the European Union, cross-border matters follow the sectoral bilateral agreements and, for jurisdiction and enforcement, the Lugano Convention. A lawyer admitted in any one canton may represent you before judicial authorities throughout Switzerland, so you can choose a specialist in your language and your region. Describe your project and we match you with a lawyer who handles company formation in Switzerland.
Local framework
How Swiss company and commercial law works in practice
Switzerland applies one federal commercial law through 26 different cantonal court systems, which is why the same rule can produce different practical steps depending on where you operate. Here is what that means for a business project.
One federal commercial law, 26 cantonal court systems
Substantive private, criminal and commercial law in Switzerland is unified at federal level, and the Code of Obligations governs companies and commercial matters as the fifth book of the Civil Code. The administration of justice, however, remains largely cantonal: each of the 26 cantons organises its own courts and applies its own rules on court fees and party compensation.
A lawyer admitted in one canton can act across Switzerland
The Federal Act on the Free Movement of Lawyers (BGFA) requires a cantonal practising certificate and entry on the cantonal lawyers’ roll, based on a Swiss law degree or a recognised equivalent, at least one year of practical experience in Switzerland and the necessary professional capability. Once admitted, that lawyer may represent parties before judicial authorities throughout the country.
Who may represent you in court
In Swiss civil procedure there is no general obligation to be represented by a lawyer: under Art. 68 of the Civil Procedure Code, parties may appear in person or instruct a representative. That changes before the Federal Supreme Court in Lausanne, where Art. 40 of the Supreme Court Act requires representation by an admitted lawyer, so advice at the outset is valuable.
Costs: advances, cantonal tariffs and free legal aid
Court costs follow cantonal tariff schedules; there is no single federal tariff for ordinary civil cases. As a rule the claimant pays an advance on costs (Art. 98 CPC) and the unsuccessful party bears the costs of the proceedings (Art. 106 CPC), with the fee generally proportional to the value in dispute. Lawyers’ fees are freely agreed or follow cantonal fee schedules.
Language and procedure depend on the canton
Switzerland has four national languages and each canton determines its own official language, so proceedings are conducted in German, French or Italian depending on where the case is heard. Since 2011 a single federal Civil Procedure Code has applied nationwide, replacing 26 cantonal codes, but court organisation, the composition of the judiciary and the fee rules remain largely cantonal.
Shares, marriage and succession
In Switzerland the default matrimonial property regime is participation in acquired property: each spouse keeps their own assets, while acquisitions are balanced and the surplus shared on dissolution. In succession, the compulsory portion of descendants and of a surviving spouse or registered partner is one half of their statutory entitlement. There is no federal inheritance or gift tax; inheritance taxation is a cantonal matter.
Cross-border business and the Lugano Convention
Switzerland is not a member of the European Union and instead manages its relations with the EU through a network of sectoral bilateral agreements. For cross-border civil and commercial litigation, Switzerland is a party to the Lugano Convention of 2007, which aligns the rules on jurisdiction and the recognition and enforcement of judgments with the EU’s Brussels I regime.
Key time limits — Commercial & Corporate Law
| Matter | Time limit | Note |
|---|---|---|
| General contractual claims (debt recovery) | 10 years | The standard limitation period for contractual claims, including unpaid invoices and price claims between businesses. |
| Tort / non-contractual damages claims | 3 years (relative) / 10 years (absolute) | The relative period runs from knowledge of the damage and of the liable person; the absolute period caps the claim. |
All country-specific information on this page is drawn from official Swiss public sources (Fedlex official publications of federal law, the Federal Office of Justice and ch.ch), consulted in 2025.
- Fedlex – Federal Constitution of the Swiss Confederation (court system, languages)
- Fedlex – Federal Act on the Free Movement of Lawyers (BGFA)
- Fedlex – Swiss Civil Procedure Code (CPC)
- Fedlex – Swiss Code of Obligations (limitation periods)
- Fedlex – Swiss Civil Code (matrimonial property, succession)
- Fedlex – Federal Act on Administrative Procedure (appeal deadlines)
- Federal Office of Justice – Lugano Convention 2007
- Fédération Suisse des Avocats / Schweizerischer Anwaltsverband (FSA/SAV)
- ch.ch – Inheritance tax in Switzerland
Common concerns
What clients ask us before starting
Three questions come up again and again when a business project begins in Switzerland.
You are unsure which rules apply to you
Federal commercial law, cantonal courts and, for cross-border projects, the bilateral agreements with the EU: it is hard to know which framework governs your plans without reading the Code of Obligations and cantonal practice together.
Costs and procedure feel unpredictable
Court costs follow cantonal tariffs, the claimant normally pays an advance and lawyers’ fees are freely agreed. Without a specialist it is difficult to judge what is proportionate for your project and how to keep the budget under control.
Language and location add uncertainty
Proceedings take place in German, French or Italian depending on the canton, and each canton organises its courts differently. Finding a lawyer who works in your language and knows the local courts is harder than it looks.
Why this route works
Matched with the right Swiss lawyer, without the guesswork
Our matching is built around how legal practice actually works in Switzerland.
Specialists in Swiss company and commercial law
We put you in touch with lawyers who work with the Code of Obligations every day and can explain what your chosen structure means for governance, liability and contracting.
Admission valid throughout Switzerland
Under the BGFA a lawyer admitted in one canton may represent parties before judicial authorities nationwide, so you can work with the professional who fits your matter rather than the one closest by.
Clarity about costs before you commit
Your lawyer explains how fees are agreed, how cantonal tariffs and court advances work in practice, and what free legal aid may cover where a natural person lacks sufficient means.
Free and without obligation
You describe your situation once and we compare it with practices that handle it. The matching itself costs nothing and you decide freely whether to instruct anyone.
Where we operate
Cross-border work with Switzerland and its neighbours
Swiss companies often trade with the European Union and beyond, and cross-border matters follow the Lugano Convention. We match clients across Europe, including:
FAQ
Questions about the Swiss legal framework
What does company formation in Switzerland involve legally?
The Code of Obligations governs companies, contracts and commercial matters as the fifth book of the Civil Code and applies throughout Switzerland. Because substantive commercial law is federal while court organisation and procedure are cantonal, the practical steps and the authority you deal with can differ from canton to canton. A lawyer can map the route for your project.
Do I need a Swiss lawyer to set up or run a company?
In Swiss civil procedure there is no general obligation to be represented by a lawyer: under Art. 68 of the Civil Procedure Code, parties may act in person or instruct a representative. Before the Federal Supreme Court, however, Art. 40 of the Supreme Court Act requires an admitted lawyer. For a company, early advice usually prevents expensive corrections later.
How do I find a lawyer who can act across Switzerland?
A lawyer holding a cantonal practising certificate is entered on the cantonal lawyers’ roll and, under the Federal Act on the Free Movement of Lawyers, may represent parties before judicial authorities throughout Switzerland. Admission therefore travels with the lawyer. Tell us your canton, your language and your sector, and we match you accordingly.
Which deadlines should a business in Switzerland keep in mind?
General contractual claims are time-barred after 10 years and periodic payments such as rent, interest or salaries after 5 years. Tort claims follow a relative period of 3 years and an absolute period of 10 years. An employee claiming compensation for an abusive dismissal must act within 180 days.
What does legal work in Switzerland cost, and is aid available?
Court costs are set by cantonal tariff schedules, the claimant usually pays an advance on costs (Art. 98 CPC) and the unsuccessful party bears the proceedings costs (Art. 106 CPC). Lawyers’ fees are freely agreed or follow cantonal fee schedules. Free legal aid under Art. 117–123 CPC is available to natural persons who lack sufficient means and have a case that is not devoid of any chance of success.
Does Switzerland’s non-EU status matter for a company?
Switzerland is not a member of the European Union and conducts its relations with the EU through sectoral bilateral agreements. For cross-border civil and commercial litigation it is a party to the Lugano Convention of 2007, which aligns jurisdiction and the recognition and enforcement of judgments with the EU’s Brussels I regime. Cross-border questions are worth raising early.
Next step
Tell us about your project — we find the lawyer who fits
Describe your company formation or commercial matter in a few lines: the canton, the language and what you need. We compare it with specialised practices and put you in touch, free of charge and with no obligation.