Starting a business with co-founders in Switzerland: 10 key decisions

The essentials before starting a business together

• Separate capital contributions, work, salary and shareholder loans.
• Plan for deadlock if ownership is split 50/50.
• Use articles of association and a shareholders’ agreement for their different purposes.
• Agree how a founder could leave before a departure becomes urgent.

This is a decision-making guide for founders. The appropriate legal documents depend on whether you choose a partnership, an LLC (Sàrl/GmbH) or a corporation (SA/AG).

1 and 2. Align your goals and test the collaboration

1. Explain why you want to build the business together

Each founder should first answer a few questions separately: what business do you want to build, over what period and with how much risk? Is the aim to earn a sustainable living, grow with external investors or run a side activity? All three can be reasonable, but they lead to different decisions.

Compare your answers before discussing percentages. A founder seeking stable income may have different expectations from someone prepared to reinvest every franc for several years.

Do not assume that anyone providing money must become a co-owner. A loan, service agreement or commercial partnership may meet the need. Equally, a person bringing an essential skill and a long-term commitment may have a sound reason to join the ownership group.

2. Work together on a clearly defined assignment

Before making a lasting commitment, test how you divide tasks, communicate with clients and react to delays. Agree who invoices, who pays expenses and who owns the work produced.

A trial project can already create obligations. Working together before a company is registered does not mean working without responsibility; the circumstances may create a simple partnership under Swiss law. Clarify commitments from the preparatory phase.

3 and 4. Separate contributions, ownership and remuneration

3. Record what each founder brings

Make a concrete inventory: cash, equipment, a transferable client portfolio, software, working time or a business network. Distinguish assets that exist today from promises about future contributions.

Future work does not automatically qualify as paid-in share capital for an LLC or corporation. An agreed ownership percentage does not remove the incorporation, valuation and transfer requirements for contributions.

If confidential commercial information needs to be shared during discussions, consider an appropriately scoped non-disclosure agreement. Confidentiality alone does not transfer ownership of an asset.

4. Agree payment for work separately

Illustrative example: two founders each own 50% of a Geneva LLC. One works full time and the other works 20%. They can agree different salaries reflecting their roles and the company’s resources. Equal ownership does not require equal salary. Dividends follow company law and the rights attached to the ownership interests.

Keep shareholder loans separate from salaries and capital contributions. Each has different contractual, accounting and tax implications.

5 and 6. Allocate responsibilities and organise decisions

5. Assign responsibility for each area

Allocate sales, production, finance, personnel and administration. For each area, specify which decisions can be taken independently and which need approval.

An internal task split does not remove the legal duties of a Swiss LLC managing director. Keep the distinction between owning, managing and carrying out day-to-day work clear.

A shareholder may invest without working in the business. A manager may run it without holding a majority. These arrangements can work when information rights, expectations and responsibilities are explicit.

6. Do not make every routine decision unanimous

Reserve additional approval requirements for significant matters, such as admitting another shareholder, taking on substantial debt, selling the company or changing its activity. Ordinary purchases should remain manageable.

For a 50/50 structure, plan a disagreement process: a documented follow-up meeting, mediation and an appropriate mechanism if the deadlock continues. A clause that always gives one founder the final word is not necessarily balanced.

Align voting arrangements, the articles, registered signing powers and bank mandates. A private agreement between founders does not simply override mandatory company law or change the powers that third parties can rely on.

7. Decide how to finance the first months

Meeting the minimum capital requirement is only part of the problem. You also need money to cover costs before customers pay, and a process for responding if more funding is needed.

Prepare three scenarios: the business meets its budget, the launch is slower than expected, and an unexpected expense arises. Agree:

• How much each founder can invest or lend.
• How long each person can work for the planned remuneration.
• What happens if one founder cannot provide additional funding.
• The conditions for an outside investor to join.
• Which financial information all owners will receive and how often.

Use a cash-flow forecast to test those assumptions. Our guide to business financing in Switzerland compares the main funding options.

Do not let one founder repeatedly pay bills without recording what the payments represent. Expense reimbursement, a loan and a capital contribution are different transactions. An accountant can help set up records that distinguish them from the start.

8. Clarify asset ownership and outside activities

A company may depend on a website registered personally by a founder, a privately owned brand or software developed before incorporation. List these assets and decide whether they will be transferred, contributed or licensed to the company.

Do the same for client files, advertising accounts, domain names, social media accounts and access to essential tools. Business continuity should not depend on a password known only to one founder.

For a brand, distinguish the company’s legal name from trademark registration. Agree who owns the rights, who pays the fees and what happens on departure.

Also define the outside activities each person can pursue and how business opportunities will be handled. For an LLC, examine loyalty duties and possible competition restrictions alongside the articles and contracts. An overly broad non-compete clause copied from a template may create a problem rather than solve one.

9. Plan for a founder’s departure

A founder may change career, become ill, die or receive a buyout offer. A separation is not necessarily a conflict; it is a normal scenario to consider in the life of a business.

A shareholders’ agreement can address priority purchase rights, valuation and payment terms. Ask specific questions:

• Does leaving an operational role trigger an obligation to offer the shares for sale?
• Who can buy, and within what time frame?
• Who determines the value if the parties disagree?
• Will payment be immediate or in instalments?
• How will the business continue during the transition?

Avoid automatic formulas that ignore available cash or treat illness, disagreement and serious misconduct identically. The mechanism should be understandable, proportionate and workable. For a wider transfer, our guide to selling a Swiss business explains the main preparation stages.

10. Turn the agreement into consistent documents

Hold a meeting and record each decision. Make unresolved matters visible: it is easier to address them before incorporation than after the first revenue arrives.

The file will usually include articles of association, an agreement between founders or shareholders, relevant employment contracts, loan agreements and documents for transferred assets. A notary handles formalities requiring a public deed. Legal advice is useful for tailored exit or deadlock clauses.

Your pre-incorporation decision sheet

Choose the structure after understanding the project. A Swiss general partnership has a different liability profile from an LLC or corporation. For the incorporation process, continue with our guide to creating a Swiss LLC.

Frequently asked questions about co-founding a Swiss business

Sources and references

Checked on 10 October 2026. Practical examples are illustrative; documents must fit the chosen structure and the founders’ circumstances.

• SECO SME Portal: shareholders’ agreements.
• SECO SME Portal: corporate governance.
• SECO SME Portal: articles of association.
• Swiss Code of Obligations, including the rules on simple partnerships, contributions and LLC governance.