Entrepreneurship

Foreign workers from EU-17/EFTA and EU-8 countries are required to register from the first day in certain sectors, and always require a permit if the duration exceeds 90 days. Workers from EU-2 and third countries are subject to a permit requirement from the first day in specific sectors.

A sole proprietorship cannot be directly converted into a GmbH or AG in Switzerland, but requires first the liquidation and re-establishment. For a lawful conversion, assets must be higher than liabilities and a conversion balance sheet must be created.

An in-kind acquisition occurs when company founders commit to acquiring assets for consideration after establishing a company. This differs from a cash foundation and includes significant purchases essential for the foundation.

Shares of a corporation can be paid up at incorporation by cash or contributions in kind, whereby contributions in kind must be confirmed by a "Stampa declaration". If the contributions in kind are overvalued, an audit by an auditor is required.

General terms and conditions facilitate contract processing for young entrepreneurs, especially for mass services. They standardize conditions and avoid individual negotiations.

In the Merger Act, divisions are regulated, distinguished into divisions in which a company is dissolved, and demergers, in which parts are transferred. Division processes require a notarized division contract, approval of the general meeting, and registration in the commercial register.

Company foundations must be registered before the end of the year in order to be entered in the commercial register in 2013. Final dates vary by canton, e.g., December 9th in Zug.

An internal control system (ICS) ensures effective, efficient, and compliant processes and minimizes errors in companies. It is a relatively new requirement in Swiss law of obligations, driven by past financial scandals.

Budgeting in the founding phase is challenging because costs and revenues are difficult to estimate, whereby realistic, cautious estimates are recommended. Discrepancies in the budget can lead to critical queries from investors.