The formation of a stock company or a company with limited liability (GmbH) from an existing sole proprietorship is possible in two ways:
If the sole proprietorship is registered in the commercial register, the transfer has to take place according to the regulations of art. 69ff of the Swiss Mergers Act. The transfer of assets and liabilities takes place in one act (so-called “universal succession”). If the sole proprietorship is not registered in the commercial register, the transfer of the shares and liabilities of the company takes place as part of a “singular succession” in line with art. 181 para. 1 Swiss Code of Obligation.
The advantage of transferring assets in line with art. 69ff Swiss Merger Act is that not only individual assets and liabilities can be transferred, but all legal relationships too – including contracts with third parties and work agreements.
