Opening a business in Bern: registration and costs

Context

In brief

• Choice among four legal forms (sole proprietorship, simple partnership, Sagl, SA) with varying capital requirements
• Mandatory registration in the commercial register of the Canton of Bern
• Registration costs and fees vary by legal form and municipality (local multiplier)
• Social security, health insurance and federal/cantonal tax payment obligations

Key facts

• What: Opening and registering a commercial activity in the register of the Canton of Bern
• Where: Municipal administration of the municipality of domicile/registered office; competent cantonal office
• Who: Entrepreneurs, self-employed workers, companies in formation
• Legal forms: Sole proprietorship (no minimum capital), Sagl (CHF 20.000), SA (CHF 100.000)
• Fees: Federal, cantonal Bern, municipal (with local multipliers)

The path to self-employment

Opening a business in the Canton of Bern is a decision involving complex tax, social security and administrative matters. The first choice — that of the legal form — determines not only the level of personal liability, but also incorporation costs, accounting requirements and the tax structure. Subsequently, mandatory registration in the cantonal commercial register triggers a cascade of notifications to the tax authorities (federal, cantonal, municipal) and social security bodies. Anyone who does not understand these dynamics risks both administrative delays and unforeseen tax burdens. This is why preliminary planning is essential.

Legal forms and choice of model

Swiss commercial legislation provides for various legal forms, each with different capital requirements, personal liability and registration procedures.

The sole proprietorship is the most accessible form. The entrepreneur operates in a personal capacity, with unlimited liability for the business’s debts. It requires no minimum capital and is the preferred form for self-employed professionals, craftspeople, consultants and small traders. It offers the advantage of quick registration and limited administrative costs.

The simple partnership (SS) is a contract between two or more people who conduct a business together. It does not require a minimum capital set by law, and all partners retain joint and several personal liability for the partnership’s debts. It is suitable for partnerships between professionals or small family businesses.

The limited liability company (Sagl) requires minimum share capital of CHF 20.000, divided into quotas. The partners’ liability is limited to the capital contributed, providing protection compared with the forms described above. The Sagl is common among small and medium-sized enterprises because it combines flexibility and asset protection.

The joint-stock company (SA) is the most complex form and requires minimum capital of CHF 100.000 (divisible into shares). It is preferred by medium-sized and large companies and allows greater flexibility in raising capital from external investors. Incorporation costs and administrative requirements are higher.

Registration in the commercial register

Registration in the commercial register is mandatory in Switzerland for any commercial activity (some professional associations, such as lawyers and doctors, have separate professional registers). In the Canton of Bern, the register is managed at cantonal level, with service desks at municipal administrations.

The procedure requires completing standardized forms with company details (name, registered office, legal form, activity, personal details of the owner and legal representatives). Identification documents, a certificate of citizenship, a criminal record extract (where necessary) and, for companies, deeds of incorporation or articles of association are required. Once complete, registration is generally processed within 2–4 weeks.

Operational details

Initial registration costs

The administrative fees for registration in the commercial register vary significantly depending on two main factors: the legal form and the municipality of the registered office (due to the local multiplier applied by the municipality itself).

In the Canton of Bern, each municipality applies a multiplier to cantonal tax (direct and other taxes). For example, a company registered in the city of Bern pays a different multiplier than one based in a municipality in the Bernese countryside. The commercial register registration fee is set by the canton, but there is no single fixed amount: it varies depending on the legal form and sometimes the declared turnover.

For a sole proprietorship, costs are generally limited (a few hundred francs). A Sagl or an SA entail higher costs, not only for the registration fee, but also for the legal costs of drafting the articles of association and deeds of incorporation (if entrusted to a notary or lawyer). It is advisable to contact your municipality's commercial register office to receive an exact quote.

Social security and insurance obligations

Once the business has been registered, obligations toward social security and insurance institutions automatically arise, which the owner must anticipate and manage.

If the owner hires employees, they must pay mandatory contributions:

• AVS/AI/IPG: Employee contribution 5,3%, employer contribution 10,6% of gross salary
• Unemployment (AD/AC): 1,1% up to the annual maximum (determined by the Confederation)
• Accident insurance (LAINF/LAA): From 0,7% to 1,5% depending on the sector of activity
• Occupational pension scheme (LPP): Coordinated contribution on the portion of salary between the threshold and the coordination limit. Rates vary by age group (7% for 25–34 years, 10% for 35–44, 15% for 45–54, 18% from 55 years to the reference age)

The self-employed owner must also pay AVS/AI contributions as a self-employed worker (combined rate of approximately 9,8% of net income). If they have employees, they also pay contributions as an employer on their behalf.

Mandatory health insurance (LAMal)

Health insurance is mandatory for every resident in Switzerland, including the business owner. It is private insurance (managed by health insurance funds) with per-capita premiums that vary by canton and region. In the Canton of Bern, average premiums depend on age group, sex and the deductible chosen.

The deductibles available for adults are: CHF 300, CHF 500, CHF 1.000, CHF 1.500, CHF 2.000, CHF 2.500. A higher deductible corresponds to lower premiums. The Canton of Bern offers subsidies (premium reductions) based on the previous year's income. Enrollment with a health insurance fund must take place within 3 months of the start of the business; failure to meet this deadline may result in penalties.

Direct federal tax and tax burdens

Regardless of the legal form, the company's net income is subject to three levels of taxation:

• Direct federal tax (managed by AFC/ESTV): fixed federal rate
• Cantonal tax (managed by the Bernese tax administration)
• Municipal tax (with a multiplier that varies by municipality)

The three tax levels are cumulative. Although the federal rate is national, the overall tax effects depend on the location of the registered office. The tax return must be filed annually by the deadlines established by the canton (generally March–April of the following year).

Useful tools for your case

To practically check your scenario within/beyond 20 km, use calcolatore stipendio netto and guida dichiarazione redditi.

Key points

Concrete steps to start the business

Step 1: Define the legal form Consider which form (sole proprietorship, SS, Sagl, SA) best aligns with your business model, available capital, and desired level of liability. A sole proprietorship is the quickest way to get started (a few weeks). A Sagl or SA requires more time and higher costs, but offers limited liability.

Step 2: Gather the required documentation Prepare:

• Copy of passport or identity card
• Citizenship certificate (ubi possidet)
• Extract from the criminal record (if required by the municipality)
• Articles of association or deed of incorporation (for companies)
• Declaration of administrative positions (if applicable)

Step 3: Contact the competent office in the Canton of Bern Contact the municipal administration of the municipality where you are domiciled or intend to establish the business. Ask for the official forms for registration in the commercial register (also available online on the cantonal portal). Many municipalities offer information desks that guide you through the procedure.

Step 4: Complete and submit the application Carefully complete the forms with the company name, legal form, activity, domicile/registered office, and personal details. Attach all required documentation and payment of the registration fee. Some municipalities accept applications online via digital platforms (check your municipality's website).

Step 5: Receipt of registration and tax notifications Once registered, you will receive a commercial register registration number. You will then need to register with the cantonal tax administration (Directorate of Finance or equivalent in the Canton of Bern) for cantonal tax, and with the municipality for municipal tax. Deadlines vary; the commercial register will inform you of the exact procedures.

Step 6: Opening a bank account and registering with social security institutions Open a business bank account (for which you will need to present the extract from the commercial register). At the same time, contact:

• A health insurer for LAMal insurance (to be taken out within 3 months)
• The cantonal AVS office to register as a self-employed person
• If you hire employees, register with an LPP fund (occupational pension) and contact an insurer for accident insurance (LAINF/LAA)

Step 7: First contribution payment After registration, you will have to pay AVS/AI contributions (approximately 9,8% of net income, with quarterly or annual payments according to the Confederation's criteria). If you have employees, payments begin in the first month of employment.

Resources and support throughout the process

The Canton of Bern provides online guides, downloadable forms, and information desks at municipal administrations. The Bernese Chamber of Commerce and Industry offers advice on commercial and tax law matters. It is advisable to consult your municipality of residence to obtain an estimate of the exact local administrative costs, as they vary according to the municipal multiplier.

Plan the timing of the registration: some formalities (e.g., opening a bank account, registering for LAMal) may require an additional 1–2 weeks after registration in the commercial register. Do not start the business before completing all administrative and insurance steps.

Once you have started the business, remember that operating costs are not limited to the initial payments. You will need to budget for annual taxes, AVS contributions, LAMal premiums and, if applicable, LPP contributions for employees. Estimate the tax impact of your business in the Canton of Bern using the nostro calcolatore di imposte e stipendi. This will help you understand which federal, cantonal and municipal tax rate will apply to your net income, facilitating your initial financial planning.