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SA or Sarl in Fribourg: what minimum capital and which form to choose?

SA (public limited company): CHF 100'000 share capital, of which CHF 50'000 paid in. Sarl (limited liability company): CHF 20'000 fully paid in.

Illustration for the Fiduciaire Fribourg article: SA or Sarl in Fribourg: what minimum capital and which form to choose?

Minimum capital and payment: CHF 50'000 versus CHF 20'000

To incorporate an SA, the minimum share capital is CHF 100'000 (art. 621 CO), of which at least CHF 50'000 must be paid in at incorporation (art. 632 CO). For a Sarl, the minimum share capital is CHF 20'000, fully paid in upon incorporation (art. 773 CO). The difference in initial outlay is therefore CHF 30'000.
These amounts derive from the Code of Obligations (CO), not from the canton. Having the registered office in Fribourg, Bulle or Morat does not alter the statutory threshold in any way. The commercial register of the canton of Fribourg applies federal law.
Contributions in kind (machinery, vehicles, stock, real estate) are permitted in both forms. They must be mentioned in the articles of association and be the subject of an incorporation report, followed by a verification certificate from an approved auditor (art. 635 and 635a CO for the SA, with the cross-references of art. 777c CO for the Sarl). A joiner from the Gruyère who contributes his workshop and tools can thus pay in part of the capital without releasing any cash, provided the value of the assets is documented.
What the difference means in practice. An SA ties up at least CHF 50'000 in cash, a Sarl CHF 20'000. The paid-in capital is not locked away: it is used to finance the business, stock and the first salaries. It does, however, appear on the balance sheet and serves as an indicator for banks and suppliers. Capital of CHF 100'000 is more reassuring on paper than capital of CHF 20'000, without that prejudging the real strength of the business.
If you are starting out as two with CHF 30'000 of equity, the Sarl is sufficient. If you have CHF 100'000 to commit and are targeting investors, the SA remains open without further steps.
Minimum capital
SACHF 100'000 (art. 621 CO)
SarlCHF 20'000 (art. 773 CO)
Payment at incorporation
SACHF 50'000 minimum (art. 632 CO)
SarlFull capital (art. 773 CO)
Initial cash to be committed
SACHF 50'000
SarlCHF 20'000
Contributions in kind
SAPermitted (art. 635 and 635a CO)
SarlPermitted (cross-references of art. 777c CO)
Liability of shareholders
SALimited to the contribution (art. 620 CO)
Sarl
Applicable law in Fribourg
SAFederal law, identical whatever the registered office
SarlFederal law, identical whatever the registered office
Flexibility of the articles
SANo additional payments or ancillary obligations
SarlAdditional payments (art. 795 ff. CO) and ancillary obligations (art. 796 CO)
Liability of partners
SA
SarlLimited to the contribution (art. 772 CO)
The SA requires CHF 30'000 more initial cash than the Sarl, without changing the partners' liability

Key takeaway

The initial capital to be committed rises from CHF 20'000 (Sarl) to CHF 50'000 (SA), a difference of CHF 30'000, while liability limited to the contribution remains identical.
Source: Art. 620, 621, 632, 635, 635a, 772, 773, 777c, 795 ff., 796 CO — fedlex.admin.ch

Liability and the manager's personal exposure

In both forms, the partners or shareholders are liable for the company's debts only out of the company's assets. Their risk is limited to their contribution (art. 620 CO for the SA, art. 772 CO for the Sarl). The separation between private assets and business assets is therefore the same.
The Sarl offers a flexibility that the SA does not. Its articles of association may require partners to make additional payments (art. 795 ff. CO) or to provide ancillary obligations, for example an obligation to work or to deliver (art. 796 CO). The maximum amount of the additional payments must be fixed in the articles. This tool suits a pair of partners who wish to be able to recapitalise without changing the capital entered in the commercial register.
One point weighs more heavily than the legal form: the personal guarantee. A bank financing a Fribourg SME with fewer than ten employees very often requires the joint and several guarantee of the manager. In that case, limited liability no longer protects private assets up to the amount of the guaranteed credit. It remains in place for other debts: suppliers, landlord, social insurance.
There remain the liabilities specific to the corporate bodies. Directors and managers are liable for damage caused by a breach of their duties (art. 754 CO for the SA, art. 827 CO for the Sarl). Unpaid AVS (old-age and survivors' insurance) contributions may also engage the liability of the corporate bodies. This risk is identical in both forms.
If the bank demands your guarantee, the form chosen changes almost nothing to your exposure. Choose, then, on the basis of the other criteria.

Incorporation costs and formalities

The incorporation of an SA or a Sarl requires a public deed drawn up by a notary (art. 629 CO for the SA, art. 777 CO for the Sarl). The articles of association, the list of partners or shareholders and proof of payment of the capital are filed with a view to entry in the commercial register.
The costs comprise three blocks: the notary's fees, the registration fees of the commercial register of the canton of Fribourg and, where applicable, the verification costs in the case of contributions in kind. For a simple incorporation in cash, the order of magnitude is generally between CHF 1'500 and CHF 3'500 in total, with a slightly higher cost for the SA because of the higher capital on which certain fees are calculated. These figures are indicative. They vary according to the complexity of the articles and the notary chosen. Request a written quotation from a Fribourg notary and consult the fee schedule of the commercial register.
The timeframe depends on how well the file is prepared. The capital must first be paid into a blocked bank account, which takes a few days. The public deed is then signed, and registration generally follows within a few days to a few weeks. The company exists in law only upon registration (art. 643 CO for the SA, art. 779 CO for the Sarl).
You can check the desired company name and the absence of duplicates on Zefix before instructing the notary. To compare with a lighter structure, see our article on the sole proprietorship and its entry in the commercial register.
If your project is straightforward and in cash, allow a few days of preparation and a few weeks at most until registration, in both forms.
1. Payment of the capital
TimeframeA few days
DetailThe capital is paid into a blocked bank account (CHF 50'000 minimum for the SA, CHF 20'000 for the Sarl). (Bank)
2. Public deed
TimeframeDepending on preparation of the file
DetailThe articles of association are recorded in a public deed (art. 629 CO for the SA, art. 777 CO for the Sarl). (Notary)
3. Filing with the commercial register
TimeframeDepending on preparation of the file
DetailFiling of the articles, the list of partners or shareholders and proof of payment of the capital. (Notary / Commercial register)
4. Registration and legal existence
TimeframeA few days to a few weeks
DetailThe company exists in law only upon registration (art. 643 CO for the SA, art. 779 CO for the Sarl). (Commercial register)
Four steps separate the payment of the capital from the company's legal existence, whichever form is chosen

Key takeaway

For a simple incorporation in cash, allow a few days of preparation and a few weeks at most until registration, for CHF 1'500 to CHF 3'500 in costs.
Source: Art. 629 and 643 CO (SA), art. 777 and 779 CO (Sarl) — fedlex.admin.ch. Indicative costs of a simple incorporation in cash: CHF 1'500 to CHF 3'500 (notary's fees, commercial register fees, verification costs in the case of contributions in kind).

Taxes: the form does not change the rate, the registered office does

The SA and the Sarl are both legal entities. They are taxed under the same rules on their profit and capital (LHID (Federal Act on the Harmonisation of Direct Taxes), Fribourg act on direct cantonal taxes). Switching from one to the other does not alter the company's tax rate.
What really matters comes down to three parameters. First parameter: the municipality of the registered office. In Fribourg, the municipal tax is calculated as a percentage of the basic cantonal tax, with a coefficient that varies from 60 to 100% depending on the municipality. Two companies with identical profit, one in the Sarine district, the other in the Gruyère, can therefore pay noticeably different amounts. The rates and coefficients in force can be obtained from the cantonal Tax Office (Service cantonal des contributions).
Second parameter: the salary paid to the manager-shareholder. It is deductible for the company, subject to AVS contributions and taxed as income in the manager's hands. It must remain consistent with what a third party would receive for the same role. A manifestly too low or too high salary risks a tax adjustment.
Third parameter: dividends. They are taxed in the hands of the shareholder or partner, with partial taxation where the holding amounts to at least 10% of the capital and the securities are held as private assets. The exact rates depend on the law in force and on personal circumstances. Have several salary–dividend combinations simulated before setting the remuneration policy.
If you are hesitating between SA and Sarl for tax reasons, drop that criterion: the form changes nothing in this respect. Concentrate on the registered office and on the manager's remuneration.

Governance, partners and transfer of shares

The SA operates with a board of directors, which may have just one member (art. 707 CO). Shares are freely transferable by default, without a public deed for bearer or registered shares. The articles may, however, restrict the transfer of registered shares (vinkulation). This form suits cases where the shareholder base is expected to change.
The Sarl is run by one or more managers, who are in principle partners (art. 809 CO). Company shares (parts sociales) are not freely transferable: transfer requires a public deed and the approval of the general meeting of partners, unless the articles provide otherwise (art. 785 and 786 CO). The company keeps a register of company shares (art. 790 CO), and the partners are entered in the commercial register with their names and the number of shares they hold.
The consequences are measured in use. An engineering office in the Sarine district with three partners benefits from control over the entry of any new partner: that is a protection. A company preparing a fundraising or the entry of several investors, on the other hand, comes up against the formalities of a public-deed transfer for each movement of shares.
For succession, the SA allows the transfer of the business to be staggered through tranches of shares. The Sarl requires a notarised deed at each stage, with the agreement of the remaining partners. The articles of the Sarl may relax these rules, within the limits of the law.
If you expect a buyer or an investor within five years, the SA eases the movement. If you wish to control strictly the circle of partners, the Sarl is suitable.

Summary table: SA and Sarl

The table below sets out the criteria discussed above.
  • Minimum capital: SA CHF 100'000 share capital | Sarl CHF 20'000 company capital
  • Minimum payment: SA CHF 50'000 (art. 632 CO) | Sarl CHF 20'000, in full (art. 773 CO)
  • Legal basis: SA art. 620 ff. CO | Sarl art. 772 ff. CO
  • Form of transfer: SA shares freely transferable, subject to restrictions in the articles | Sarl public deed and agreement of the partners (art. 785 ff. CO)
  • Management body: SA board of directors, a single member possible | Sarl managers, in principle partners
  • Flexibility of the articles: SA standardised, suited to a changing shareholder base | Sarl additional payments and ancillary obligations possible (art. 795 ff. CO)
  • Taxation of the company: identical for both forms
  • Typical profile: SA company targeting investors or transfer by shares | Sarl self-employed person or small group of stable partners
A quick reading gives the Sarl the advantage on start-up cost and the SA the advantage on mobility of capital. Neither is hierarchically superior: they meet different needs.

Verdict by profile

Profile 1: self-employed person or pair of partners starting out. A tradesperson or a design office in the Sarine district, with CHF 20'000 to CHF 60'000 of equity, finds in the Sarl a proportionate structure. The capital is accessible, governance is simple, and the circle of partners remains under control.
Profile 2: company targeting investors, a fundraising or a transfer by shares. The SA is the suitable form. Shares circulate more easily, the capital can be increased in tranches, and investors know the legal framework.
Profile 3: farm or family business in the Gruyère. The decision depends on succession. If a single child takes over and the others are compensated, the Sarl makes it possible to control the entry of third parties. If several heirs wish to keep a stake without managing, the SA offers shares that are easier to allocate. A farm must also check the constraints of rural land law before any contribution of real estate to a company.
Profile 4: holding company or property project. The SA is most often the natural choice. Holdings, contributions of real estate and the arrival of investors fit naturally within this form.
To take action, prepare an equity budget, the list of envisaged partners and a succession horizon. Submit these three elements to a fiduciary firm, then to a Fribourg notary who will draft the articles of association.
"This article, based on Swiss law in force at the date of its publication, is provided for information purposes only and does not constitute personalised legal, tax or accounting advice; before making any decision concerning the incorporation of an SA or a Sàrl in Fribourg, consult a qualified professional."

FAQ

The minimum capital is set by the Code of Obligations, not by the canton. The SA requires CHF 100'000 of share capital, of which CHF 50'000 paid in (art. 621 and 632 CO). The Sarl requires CHF 20'000 of company capital, fully paid in (art. 773 CO).

Choose the legal form suited to your SME

We compare SA and Sarl on the basis of your equity, your partners and your succession horizon, then coordinate the incorporation with a Fribourg notary.

Portrait of Élodie Rochat, author at Fiduciaire Fribourg
Élodie Rochat

23 October 2026

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SA or Sarl in Fribourg: what minimum capital and which form to choose?