Opening a business in Zug: trade register and costs (cross-border guide)

Context

In brief

• Opening a business in Switzerland requires registration in the commercial register of the canton
• The choice of legal form determines capital, liability and accounting obligations
• Minimum capital and registration fees vary depending on the business form
• Insurance and pension obligations commence from the start of the business

Key Facts

• What: Starting a business in the Canton of Zugo, with registration in the commercial register
• When: Current period
• Where: Canton of Zugo, Switzerland
• Who: Aspiring entrepreneurs, individuals and legal entities
• Amount: Minimum capital according to the chosen legal form (details to be verified with the commercial register office)
• Fees: Registration costs determined by the cantonal commercial register office
• Insurance: Obligation to have AVS/AI/IPG, AD and LAINF coverage from the first employee

Starting a business in the Canton of Zugo requires a series of mandatory steps that begin with the choice of legal form. This decision determines the amount of minimum capital, the liability regime and accounting obligations. In Switzerland, the most common forms are sole proprietorship, general partnership, limited partnership, joint-stock company (SA) and limited liability company (SAGL).

The Choice of Legal Form

The sole proprietorship is the simplest form: it is registered in the commercial register only if annual turnover exceeds a certain threshold set by law. It does not require minimum capital, but the owner is liable for debts with their own assets. The general partnership and limited partnership involve two or more people, with unlimited liability for the partners.

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Operational details

Opening a business in the Canton of Zug involves a series of practical implications that go beyond simple registration in the commercial register. Swiss taxation is structured at three levels — federal direct tax (FDT), cantonal tax and municipal tax — and each canton has its own tax law and its own multiplier. Municipalities apply an additional multiplier to cantonal tax.

Taxation and accounting obligations

For those starting a business in Zug, the FDT is managed by the Federal Tax Administration (FTA/ESTV), while cantonal and municipal taxes fall under the responsibility of the cantonal tax administration. VAT, when the business reaches the expected thresholds, is also administered by the FTA/ESTV. It is not the task of FSIO/BSV to set tax rates: that federal office is responsible for social security (AVS, AI, LPP).

The choice of legal form affects the tax regime: a sole proprietorship is taxed based on the personal income of the owner, while SA and SAGL are subject to profit tax. In Zug, as in the rest of Switzerland, the municipal multiplier varies from one municipality to another, affecting the overall tax burden.

Costs and comparisons between legal forms

The minimum capital required varies significantly depending on the form chosen. For a sole proprietorship, no minimum capital is required. For an LLC, federal law provides for a specific minimum capital, while for a corporation, the minimum capital is set by federal law at a higher level. These amounts are identical in all cantons and do not change in Zug compared to Zurich, Geneva or Basel.

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Key points

Step-by-step procedure to open a business in Zug

1. Define the legal form. Evaluate the pros and cons of sole proprietorship, joint-stock company, limited liability company or other forms, considering capital, liability and tax regime.

2. Check the need for capital. For joint-stock companies and limited liability companies, the minimum capital is set by federal law; for sole proprietorships, no minimum capital is required. For capital companies, capital must be paid in and deposited before registration.

3. Prepare the articles of incorporation or partnership agreement. The articles of incorporation of a joint-stock company or limited liability company must contain the company name, registered office, purpose, capital and corporate bodies. It can be drafted independently or with the assistance of a notary.

4. Register with the commercial register. Submit the documentation to the commercial register office of the Canton of Zug. Registration fees vary depending on the legal form: for current amounts it is advisable to consult the official website of the canton.

5. Tax registration. Notify the cantonal tax authority of the commencement of business activities and, where applicable, the Federal Tax Administration for federal direct tax and VAT. The VAT declaration must be filed if turnover exceeds the thresholds provided by law.

6. Affiliation with the AVS compensation fund. Mandatory for both employers and self-employed individuals. AVS/AI/IPG contributions start at 5.3% borne by the employee (10.6% total including the employer).

7. Accident insurance (accident insurance law). Take out a policy with SUVA or a recognized private insurer, depending on the sector of activity. The premium varies between 0.7% and 1.5% of salary.

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