Opening a business in Graubünden: legal forms and costs

Context

In brief

• Four legal forms: Public limited company (SA), Limited liability company (Sagl), Sole proprietorship, Simple partnership
• The commercial register is managed by the cantons, not by the Confederation
• Federal insurance obligations: LAMal, LAINF, AVS/AI/IPG and LPP for employees

Key facts

• What: Choosing the legal form and registering with the cantonal commercial register
• Where: Canton of Graubünden (competent cantonal administration)
• Who: Entrepreneur, employer, partners
• Tax structure: 3 levels (federal, cantonal, municipal)
• Registration deadline: Within 2 weeks from the actual start of the activity

Choosing the legal form

Starting a business in the Canton of Graubünden means first choosing a legal form. The main options in Switzerland are four: the Public limited company (SA), the Limited liability company (Sagl), the Sole proprietorship, and the Simple partnership. Each form has different initial capital requirements and registration obligations in the commercial register, which is managed at the cantonal level. The SA and Sagl require the deposit of initial capital with a Swiss bank. The Sole proprietorship can be started without a prescribed minimum capital if the entrepreneur operates in their own name. The Simple partnership is a form of collaboration between several people without rigid registration formalities. Each form has different implications in terms of taxation and legal liability. SAs have limited liability to the capital contributed; Sagls have limited liability; the Sole proprietorship involves unlimited personal liability; the Simple partnership has joint and several liability among partners.

Registering with the commercial register

The commercial register is managed at the cantonal level. There is no single federal register: each canton manages its own register, where companies operating in the territory must register. In the case of Graubünden, registration takes place with the competent cantonal office and involves the obligation to provide identifying data of the company, the legal form, the capital contributed, the partners, and the address of the operational headquarters. The data registered in the register is public and consultable. Registration must generally take place within 2 weeks from the actual start of the activity. Registration costs vary from canton to canton and sometimes even by municipality, as municipalities can add local administrative taxes.

Federal insurance obligations

Once the business is opened with employees, federal insurance obligations arise. All employees in Switzerland must have health insurance (LAMal), which is mandatory and must be taken out within 3 months of the start of employment. For employees, the employer must register the company with the federal pension institutions. The old-age and disability insurance (AVS/AI/IPG) requires contributions of 5.3% from the employer and 5.3% from the employee on the gross salary. If the salary exceeds the coordination threshold (approximately CHF 21,330 in 2026), registration with a LPP pension fund (second pillar) is mandatory, with contributions varying according to the employee's age. The accident insurance (LAINF/LAA) requires percentages of 0.7–1.5% of the gross salary depending on the sector of activity. Consult the guide to corporate pensions to calculate the impact of contributions.

Operational details

Tax implications of the legal form

The choice of legal form has a direct impact on the tax structure. In Switzerland, the tax system has three levels: federal, cantonal, and municipal. The legal form determines whether the company pays federal direct tax (FDT) as a separate entity or whether the income is attributed directly to the partners for personal taxation.

For SA and Sagl, the company is an autonomous taxable entity and pays federal FDT as an entity. The cantonal administrations (in the case of Graubünden, the cantonal administration) collect the cantonal tax based on the profit. Municipalities collect a municipal tax by applying a multiplier on the cantonal tax determined locally.

For the sole proprietorship and simple partnership, the income is attributed to the owner/partners, who declare it in their personal tax return at the federal, cantonal, and municipal levels.

Recurring costs: registration, management, payments

In addition to the initial registration costs with the commercial register, every company incurs recurring costs. These include maintenance fees for the register (which vary by canton), costs for changes to registered data, and especially insurance and pension costs for employees.

The contributions paid by the employer include:

• AVS/AI/IPG: 5.3% of gross salary (total with 5.3% of the employee = 10.6%)
• LAINF/LAA (accidents): 0.7–1.5% of gross salary depending on the sector
• LPP (second pillar): variable percentage based on age (7% for 25-34 years, 10% for 35-44 years, 15% for 45-54 years, 18% for 55+ until the reference age), calculated on the coordinated salary
• LAMal (health insurance): the employer does not pay mandatory contributions, but the employee must take it out within 3 months

You can use the federal and cantonal tax calculator to estimate the actual tax burden based on the assumed income and the chosen legal form.

Opening procedure: essential steps

Opening a business in Graubünden follows a standard procedure in all Swiss cantons, albeit with minor administrative variations:

1. Choice of legal form and drafting of constitutive acts if necessary (mandatory for SA and Sagl, not for sole proprietorship) 2. Opening a bank account with a Swiss bank 3. Deposit of the initial capital with the bank (CHF 20,000 for Sagl, CHF 100,000 for SA, or a different amount according to the statute) 4. Registration with the commercial register at the competent cantonal office of Graubünden 5. Registration with the Federal Customs Administration (FCA) to obtain the FDT and VAT number if revenues exceed the minimum threshold 6. Registration with the cantonal AVS/AI fund 7. Conclusion of insurance contracts for employees (LAMal, LAINF, LPP if applicable) 8. Notification to the municipalities where the company operates, possibly for local business taxes

Useful planning tools

To estimate your pension strategy, use the pension planner and the pillar 3 simulator.

Key points

Operational Checklist and Critical Deadlines

Once you have decided to start a business, it is important to meet administrative deadlines. Registration with the commercial register must generally be done within 2 weeks of the actual start of the business. If the business has employees, the LAMal must be concluded within 3 months of hiring the first employee. Registration with the AVS fund must be done before the first contribution payment. If the company exceeds the revenue threshold for VAT obligation (CHF 100,000), registration with the AFC must be done within 30 days of exceeding the threshold.

Required Documents for Registration

To register with the commercial register of the Canton of Graubünden, you must provide:

• Specific registration form of the canton (available at the commercial register office)
• Copy of a valid identity document (passport, ID card, residence permit if foreign)
• Notarial deed for SA and Sagl with authenticated signature
• Bank deposit certificate for the initial capital paid (SA, Sagl)
• Address of the company's operational headquarters in the Canton of Graubünden
• For a sole proprietorship: declaration of business start and identity document

Contacts and Resources for Graubünden

The competent office for registration with the commercial register in the Canton of Graubünden is the Commercial Register of the Canton of Graubünden at the Cantonal Administration. The canton provides updated forms, detailed instructions, and specific cost tables on its official website, which vary annually.

For federal tax issues (IFD, VAT), the Federal Customs Administration (AFC) is responsible. The first contact is usually the cantonal office of Graubünden, which provides information on VAT registration and IFD number assignment.

Next Steps and Practical Tools

Before proceeding with the registration, it is useful to calculate the tax and social security implications of the legal form choice. You can make a preliminary estimate of federal, cantonal, and municipal costs using the tax and salary calculator, which takes into account the legal form and assumed income. Additionally, many cantons, including Graubünden, provide free checklists and guides on their official pages dedicated to entrepreneurs who wish to start a business in the territory.