Incorporation by Contribution in Kind and Asset Acquisition

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Formation by Contribution in Kind and Acquisition of Assets for GmbH and AG in Switzerland

In Switzerland, companies such as the Limited Liability Company (GmbH) and the Corporation (AG) can be founded through contribution in kind and acquisition of assets. In this process, assets are contributed to the company or acquired by the company instead of cash. This method offers founders flexibility and allows for the efficient use of existing resources.

1. Contribution in Kind: Bringing Assets into the Company

A contribution in kind involves contributing physical or intangible assets to the GmbH or AG. Typical examples of assets that can be contributed include:

• Vehicles (e.g., company cars, trucks)
• Instruments and machinery
• Furniture and office equipment
• Inventory and stock
• Subsidiaries and equity interests (including shares and business interests)
• Real estate and land
• Licenses, patents, and other intangible rights
• Software and IT infrastructure
• Cryptocurrencies and digital assets

These assets must be valued by the founders, and a licensed auditor or auditing firm in Switzerland must then audit this valuation for accuracy. The audited value of these assets is then contributed to the share capital of the GmbH or the capital stock of the AG.

2. Acquisition of Assets: Purchase of Assets in Exchange for Shares

In an acquisition of assets, the GmbH or AG acquires specific assets from the founders or third parties. In return, shares in the company are issued, such as business shares in the GmbH or shares in the AG. This is particularly useful when the founders or investors already have relevant assets that are beneficial for the operation of the company.

3. Legal Requirements and Audit

In Switzerland, the Code of Obligations (OR) requires a detailed audit of the contributed assets by a licensed auditor or auditing firm. This audit is documented in the contribution in kind and incorporation report. The report is an integral part of the incorporation documents and must be submitted when registering the company with the commercial register. For more information, please visit our website.

4. Benefits and Challenges

Formation through contribution in kind and acquisition of assets offers several advantages: it allows the use of existing assets, preserves liquidity, and can immediately contribute to the operational business. However, the valuation process is complex and can incur additional costs. It is crucial that the contributed assets optimally support the company’s business purpose.

Summary

The formation of a GmbH or AG in Switzerland through contribution in kind and acquisition of assets is a flexible method to bring assets into a company. Careful audit and documentation of the contributed assets are required to meet the legal requirements of the Swiss Code of Obligations and to ensure the long-term stability of the company.

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