How does the conversion of a sole proprietorship into a GmbH or AG work?

If your business is doing very well,  it makes sense to convert your sole proprietorship into a corporation. Learn how this works and what to consider.

A simple conversion of a sole proprietorship into a GmbH or AG is not possible according to Swiss law. The sole proprietorship must first be liquidated and the assets and liabilities can then be transferred to the newly founded company. To be able to carry out the conversion, a conversion balance sheet must be prepared, whereby the assets must exceed the liabilities ("asset surplus").The optimal time for conversion is considered to be the beginning of the year (January 1), since all necessary business figures, such as the conversion balance sheet or the inventory list, are already available due to the annual financial statements. Moreover, the company can also be converted on any day of the year. However, it should be noted that until the end of June of the current year, conversion can only take place retrospectively to the beginning of the year and any time after the end of June (not retrospectively).

To carry out the conversion legally, you need a series of documents (further information from our trustees). Generally, it can be assumed that for a profitable company that only wants to credit the asset surplus, the audit confirmation is not a barrier. Therefore, the objective value of the company is decisive for the founding audit.When converting, the assessment of the contributions in kind must fundamentally coincide with the point of commercial register entry. It is particularly important that the asset surplus to be brought in does not fall below the credit value at the time of the commercial register entry.

Our experts are happy to carry out the formation of your GmbH/AG for you. Calculate an offer online and arrange a consultation.

• Further information
   
• Calculate offer for trustee