01 · Partnership
Swiss partnerships: KlG CHF 490, KmG CHF 690.
General partnership (Kollektivgesellschaft) for two or more equal partners with joint liability. Limited partnership (Kommanditgesellschaft) when investors want capped exposure. No minimum capital, fast registration.
02 · KlG vs KmG vs GmbH
Three legal forms compared.
Kollektivgesellschaft (KlG)
General partnership. Two or more partners with joint and several unlimited liability for partnership debts. No minimum capital. Suits family businesses, professional partnerships and small operating businesses where all partners participate.
Kommanditgesellschaft (KmG)
Limited partnership. At least one general partner (Komplementär) with unlimited liability and at least one limited partner (Kommanditär) liable only up to their registered contribution. Useful when investors want exposure without management responsibility.
When to pick partnership over GmbH
Partnerships are simpler and cheaper to establish than GmbH. Trade-off: unlimited personal liability for general partners, business income taxed as personal income (no corporate-tax cushion), partnership dissolves on death/exit unless articles provide for continuity.
03 · Pricing
Cheapest legal form for two-or-more founders.
| Service | Our fee | Market range |
|---|---|---|
| Kollektivgesellschaft (KlG) registration | CHF 490 | CHF 400–1,500 |
| Kommanditgesellschaft (KmG) registration | CHF 690 | CHF 500–2,000 |
| Registered office (Zurich or Zug) | CHF 1,200 / year | CHF 1,400–2,800 |
| Partnership-agreement drafting | CHF 990 | CHF 1,000–5,000 |
04 · Mandate scope
Agreement, registry, AHV setup.
- Drafting of partnership agreement (Gesellschaftsvertrag)
- Name check and Handelsregister filing in the canton of business activity
- Identification of general partners (Komplementäre) and limited partners (Kommanditäre) for KmG
- Registration of contribution amounts for limited partners
- AHV registration of partners as self-employed
- Tax-office introduction for partners' income-tax filing
05 · Process
Type → agreement → filing → operations.
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01
Partnership type + agreement
KlG (general) or KmG (limited). Drafting of the partnership agreement reflecting capital contributions, profit-sharing, decision rules, exit mechanics. 1–2 weeks.
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02
Handelsregister filing
Registration with the cantonal Handelsregister. KlG must register if business activity meets ordinary commercial scope; KmG must always register. 5–15 working days.
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03
AHV / tax setup
Each partner registers as self-employed (Selbständigerwerbender) with AHV. Cantonal tax office notified for personal-income-tax filing.
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04
Operations
Partnership operational from Handelsregister entry date. Partners can sign on the partnership's behalf per the agreement's signing rules.
06 · FAQ
Frequently asked questions.
What is the difference between Kollektiv and Kommandit?
In a Kollektivgesellschaft (KlG) all partners have the same legal status: equal management rights and joint and several unlimited liability for partnership debts (OR art. 568). In a Kommanditgesellschaft (KmG) there are two tiers: Komplementäre (general partners) with unlimited liability and management rights, and Kommanditäre (limited partners) liable only up to their registered contribution and excluded by default from management (OR art. 594).
Do partnerships have separate legal personality?
No. Swiss partnerships are not legal persons in their own right — they are contractual associations of partners. The partnership can hold assets, sue and be sued, but ultimate liability falls on the partners individually. This is the key practical difference from a GmbH or AG, which are legal persons with their own rights and obligations.
How are partnerships taxed in Switzerland?
Income flows through to the partners and is taxed as their personal income (federal direct tax + cantonal + municipal). The partnership itself is not a tax subject for income tax. Each partner files for their share. VAT (MWST) liability rests on the partnership directly once the CHF 100,000 turnover threshold is crossed.
Can foreign nationals be partners?
Yes. Foreign natural persons or foreign legal entities can be partners in a Swiss KlG or KmG. The Swiss-residence requirement applies at the operational level: at least one partner with signing power must be resident in Switzerland for ordinary partnerships, similar to AG/GmbH director rules.
When does a partnership dissolve?
On death, bankruptcy or withdrawal of a partner unless the partnership agreement provides for continuity (OR art. 574 ff for KlG, OR art. 619 for KmG). Most modern partnership agreements include continuity clauses to avoid automatic dissolution. The remaining partners can buy out the departed partner's interest.
Should I form a KmG to attract passive investors?
Possible but rare in practice. Most Swiss founders raising capital prefer the AG (with its share-capital flexibility and clean exit mechanics) over a KmG. The KmG's limited-partner mechanic is more common in continental-European fund structures than in standalone operating businesses. We can scope an investor-funded structure on a free 30-minute call to compare KmG vs AG.
07 · When this isn't the right route
Where a partnership isn't the safer choice.
- You want liability protection. Kollektivgesellschaft partners carry joint and several unlimited liability for partnership debts, and in a Kommanditgesellschaft the general partner still carries unlimited liability: only the limited partner is capped.
- You want the business to survive a partner's death or exit automatically. Partnerships dissolve on death, bankruptcy or withdrawal of a partner unless the agreement includes a continuity clause.
- You want a separate legal entity that shields personal assets and can hold things in its own name. Swiss partnerships have no separate legal personality: they are contractual associations, and ultimate liability sits with the partners individually.
- You're raising capital from passive investors. Most Swiss founders raising capital prefer an AG's share structure; the KmG's limited-partner mechanic is rare in standalone Swiss operating businesses.
- You want corporate-tax treatment. Partnership income flows through and is taxed as the partners' personal income, with no corporate-tax cushion.
08 · Get started
Tell us the partner list and the activity.
One-line brief: KlG or KmG, partner names, intended activity, target canton. We send the document checklist and timeline within 24 hours.