Opening a business in Graubünden: legal forms and costs (cross-border guide)

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.

…

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

…

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 Grisons, 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 Grisons
• For a sole proprietorship: declaration of business start and identity document

Contacts and Resources for Grisons

The competent office for registration with the commercial register in the Canton of Grisons is the Commercial Register of the Canton of Grisons 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 Grisons, which provides information on VAT registration and IFD number assignment.

…