The " GmbH" is one type of Business Association under Swiss Private Law laid down in the Articles 772 to 827 of the Swiss Code of Obligations.

The "GmbH" is a separate legal entity with a corporate name and company capital. The articles of incorporation can impose duties on members in addition to the contribution to the company capital.

The "GmbH" was designed for smaller, mainly family businesses in the thirties as an alternative to the Joint-stock Company ("Aktiengesellschaft" or "AG"). For a long period the "GmbH" was rarely used in Switzerland (1955: 1'539; 1991: 2'800). However, since 1992, when the revised articles of the Joint-stock Company became effective, the number of "GmbHs" has increased to over 31'000 within a short time.

The articles of the Swiss Code of Obligations referring to the "GmbH" are being revised at the moment. The main goals of the Pre-bill of the new provisions are to bring the law of the "GmbH" into line with the needs of Business Associations of small and middle size, to harmonize the law of the "GmbH" with the revised articles of the Joint-stock Company which are partly also applicable to the "GmbH" and to consider the guidelines of the European Union in company law matters.

Further documentation about the revision of the law of the "GmbH" can be obtained at the "Bundesamt für Justiz" (Bundeshaus West, 3003 Berne, Switzerland, Tel. +41 (0)31 322 41 96/97, Fax +41 (0)31 322 44 83).

The content of this article is intended to provide general information about Swiss Company Law and is not a legal advice. The choice of the appropriate type of Business Association requires legal advice according to specific circumstances.

For further information please contact us.