If you have several assiociates, you mainly have the choice between :
  A "Société à Responsabilité Limitée" (SARL) : Limited  Company
- The best adapted to small and medium-sized businesses.
- Minimum of 2 partners - 50 maximum (natural person or legal entity).
- Same rules as for the EURL, except for adaptations made necessary by the presence of several associates.
  A "Société Anonyme" (SA) : Joint-stock Company
- Suitable for large projects. Minimum 7 shareholders - no maximum number (natural person or legal entity).
- Minimum capital : 37 000 euro, at least half of the capital must be paid when forming the company, the rest within 5 years. The capital may be comprised of contributions in cash or in kind. Contributions in kind must necessarily be contributions assessor appointed by the Commercial Court.
- The company is run by a Board of Managers including from 3 to 18 members (who must be shareholders). The Chairman of the Board of Managers is appointed by the Board from among its members. A General Manager may be appointed (optional).


The shareholders are responsible for debts up to the amount of their contributions. The responsibility of the board member(s) is, on the other hand, much more consequential. For example, it may be extended to include their personal property if they have managed the company badly.


Mandatory appointment of a statutory auditor.
   A "Société par Actions Simplifiée" (SAS) Company Limited by shares
- Suitable for large-scale projects. 1 or more partners (natural or legal persons)
- Minimum capital : 37 000 euros at least half this capital must be paid up at the moment of setting up the company, and the rest within 5 years. The capital may be subscribed in cash contributions and/or contributions in kind.
- It is prohibited to go public.
- The partners are free to determine the organisational rules of the company according to the company's articles. Their only obligation is to name a president.
- The way in which collective decisions are adopted is also determined freely by the partners according to the company's articles. That said, it is obligatory to take certain decisions collectively (approval of the accounts, changes to the share capital, etc.).
- The shareholders are only liable for debts up to the amount of their investment. The liability of the director(s) is, however, much heavier. For example, it may extend to their personal effects if they have managed the company incompetently.
- The nomination of an auditor is compulsory.


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Miralux Fiduciaria Sagl

Via alla Roggia 32  

6962 Lugano  Switzerland 

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