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Founding a company in Switzerland: Limited Partnership

A limited partnership in Switzerland consists of at least one general partner, who has unlimited liability, and one limited partner, whose liability is limited to his capital contribution. The limited partnership must be entered in the commercial register and the partnership agreement must be recorded in writing.


How to start a Limited Partnership
Limited Partnership

The limited partnership (Art. 594-619 OR) is a partnership, i.e. a natural person is considered a personally liable partner, also known as a general partner, and then there are the limited partners, who are partners with limited liability and, in addition to legal persons, legal entities and trading companies are also permitted.

This form of company is particularly suitable for small companies and is often chosen when small companies need additional equity but do not want to expand their management


First of all, the company name can be freely chosen, but it must not be deceptive, i.e. it must not infringe any trade mark rights or other rights. In addition, it must be checked whether the name already exists. This can be checked under:  Zentraler Firmenindex - Willkommen (zefix.ch). There is no minimum capital requirement for a limited partnership. However, the partnership agreement states who has contributed how much capital (OR 598 resp. OR 557).

In addition to money, it is also possible to contribute shares, receivables or labour (OR 598, OR 557, OR 531).


While there are a number of reasons in favour of a limited partnership, including the fact that no minimum capital is required, there is no separation between operational management and investors, the company's assets are liable for liabilities and the limited partners are jointly and severally liable to the extent of the limited partnership amount.


There are also disadvantages, the limited partners and general partners are liable for up to 5 years after leaving the company, the general partners are subject to bankruptcy proceedings and have subsidiary, joint and unlimited liability!





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