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Sole proprietorship: commercial register registration, procedures and

Registration in the commercial register is mandatory from CHF 100 000 of turnover. Thresholds, procedures in FR, VD, GE, costs and obligations.

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Sole proprietorship: definition and suitable profile

The commercial register (RC) is the public register kept by each canton, which publishes the legal details of businesses. For a sole proprietorship, registration becomes mandatory once annual turnover reaches CHF 100 000 (art. 36 of the Commercial Register Ordinance, ORC). Below this threshold, it remains optional. The framework is the same in Fribourg, Vaud and Geneva, since it falls under federal law.
The sole proprietorship is the business of a single natural person (art. 945 ff. of the Code of Obligations, CO). It has no legal personality of its own. The proprietor and the business form a single legal subject.
Three characteristics define it. First, liability is unlimited: the proprietor answers for the debts of the business with all of their private assets. Second, no minimum capital is required, unlike the CHF 20 000 of a Sàrl or the CHF 100 000 share capital of an SA. Third, there is no separation between private assets and business assets.
This form suits activities with low financial risk: consulting, crafts, liberal professions, small-scale retail. It is less suitable for activities exposing the proprietor to high commitments (guarantees, large stocks, long-term contracts). The tax authorities and the social insurance bodies treat the profit as personal income of the proprietor.

Do you need to register in the commercial register?

The obligation depends on turnover. Under art. 36 ORC, the proprietor of an individual business who carries on a commercial or industrial activity, or another trade in commercial form, must register as soon as gross receipts exceed CHF 100 000 per year. The threshold is assessed on receipts, not on profit.
Below this amount, registration is optional. The proprietor may choose to register if they wish. There is one exception: liberal professions (lawyer, doctor, architect in the classic sense) are in principle not registered, unless they exceed the threshold by running a business of commercial form.
Registration has three concrete effects.
  • Protection of the business name: the registered name is protected against use by a third party in the same field (art. 946 CO).
  • Obligation to keep accounts and to retain them for ten years (art. 957 ff. CO). Sole proprietorships with turnover below CHF 500 000 may limit themselves to accounts of receipts and expenditure and of the state of assets.
  • Subjection to enforcement by bankruptcy: once registered, the proprietor is no longer pursued by seizure but by bankruptcy.
This last point weighs in the decision. It is the counterpart of the publicity of the register. Before registering voluntarily, it must be weighed up.
Minimum capital
Sole proprietorshipCHF 0
SàrlCHF 20'000
SACHF 100'000 (share capital)
Own legal personality
Sole proprietorshipNo
Sàrl—
SA—
Liability
Sole proprietorshipUnlimited, on all private assets
Sàrl—
SA—
Separation of private / business assets
Sole proprietorshipNone
Sàrl—
SA—
Notarial deed
Sole proprietorshipNot required
Sàrl—
SA—
Only the sole proprietorship is set up without minimum capital, at the price of unlimited liability

Key takeaway

The sole proprietorship requires neither capital nor a notarial deed, but the proprietor answers for all debts with their private assets, with no separation of assets.
Source: Art. 945 ff. CO — fedlex.admin.ch

Registering with the commercial register of Fribourg, Vaud or Geneva

The file is prepared in the same way in the three cantons. It comprises:
  • the registration application, signed by the proprietor (form of the commercial register office);
  • a copy of the identity card or passport;
  • a declaration of domicile or a residence certificate for persons of foreign nationality;
  • the designation of the business name, the address of the registered office and the purpose of the business;
  • a declaration of acceptance of the address, if the registered office is located at a third party's premises.
Signing is done at the counter, or remotely with an authenticated or qualified signature. No notarial deed is required for a sole proprietorship.
Cantonal differences relate to the counter and the processing time. The commercial register of the canton of Fribourg generally processes complete files within a few working days and operates in French and German, which matters for a bilingual canton. The commercial register of the canton of Vaud offers online forms and electronic registration, as described on vd.ch. In Geneva, the Cantonal Commercial Register Office handles filing. An incomplete file lengthens the processing time in all three cantons.
For fees, we refer to the ORC tariff (annex, art. 929 CO) and to the fee schedules of the offices concerned rather than to unverified figures. The processing time depends on the office's workload and on the completeness of the file.

How much does it cost to set up a sole proprietorship?

The sole proprietorship is among the least costly forms to set up. Here is the breakdown of the items.
  • Capital: CHF 0. No minimum capital is required.
  • Notary: CHF 0. Registering a sole proprietorship requires no authentic deed.
  • Commercial register registration fee: set by the federal ordinance on fees for the commercial register (OEmol-RC). For a sole proprietorship, it generally falls within a range of a few tens of francs, to be confirmed with the office of the canton concerned.
  • Publication in the SOGC (Swiss Official Gazette of Commerce): the registration is published within a few working days. Publication costs are included in the fee or invoiced with it, depending on the office.
  • Commercial register extract: a few tens of francs if you wish to obtain an official extract.
To these costs are added operating costs, outside of set-up: AVS contributions, professional liability insurance, possibly a fiduciary for the accounts. Before registering, check the availability of the business name on zefix.admin.ch, the central register of business names.
Minimum capital
ValueCHF 0
ContextCompared with CHF 20'000 for a Sàrl and CHF 100'000 for an SA
Notarial deed
ValueCHF 0
ContextNo authentic deed required for a sole proprietorship
Commercial register registration fee
ValueA few tens of CHF
ContextRange to be confirmed with the relevant cantonal office (OEmol-RC)
Commercial register extract
ValueA few tens of CHF
ContextOnly if an official extract is wanted
Mandatory registration threshold
ValueCHF 100'000
ContextAnnual gross receipts (art. 36 ORC); below that, registration is optional
A sole proprietorship is set up without capital or a notary, for a registration fee of a few tens of francs

Key takeaway

No capital or notarial deed is required: only the registration fee and the commercial register extract generate costs, of the order of a few tens of francs each.
Source: Art. 36 ORC; art. 945 ff. CO; OEmol-RC — fedlex.admin.ch

Obligations after registration

Registration in the commercial register does not close the formalities. Four steps follow.
AVS affiliation. The self-employed person notifies the cantonal compensation fund (or a professional fund). The fund sets the contribution instalments on the basis of estimated income. Late notification leads to back-contribution demands and default interest.
VAT. Liability to value added tax (VAT) arises when turnover achieved in Switzerland exceeds CHF 100 000 per year (art. 10 of the Federal VAT Act, LTVA). Registration with the Federal Tax Administration (FTA) must be requested within 30 days after the end of the quarter in which the threshold is crossed. The VAT threshold and the commercial register threshold relate to the same amount but remain two distinct regimes.
Accounting. The proprietor keeps the books in accordance with art. 957 ff. CO. Supporting documents are retained for ten years.
Taxation. The profit forms part of the proprietor's taxable income. The return is filed with the cantonal tax service of the canton of domicile, with the business accounts attached. There is no separate taxation of the business.

Sole proprietorship, Sàrl or SA: when to switch?

Choosing the form is a trade-off between simplicity and protection of private assets. There is no absolute threshold. The following list gives some benchmarks.
  • Sole proprietorship: capital CHF 0, unlimited liability on private assets, AVS contributions on the whole profit, profit taxed as income.
  • Sàrl: paid-up share capital of CHF 20 000, liability limited to the capital, possibility of paying oneself a salary and dividend, taxation of the company and then of the partner.
  • SA: share capital of CHF 100 000, minimum payment of CHF 50 000, liability limited to the capital, suited to larger structures or several shareholders.
Indicative switching benchmarks. A regular profit above approximately CHF 100 000 to 150 000 per year may justify examining the Sàrl, since the combination of salary and dividend can change the tax and social charge. An activity exposing the proprietor to high commitments or involving associated third parties also points towards a legal entity.
These benchmarks do not replace a personal analysis. The sole proprietorship remains relevant as long as the risk is controlled and the structure needs to remain light. A later conversion into a Sàrl or an SA remains possible by transferring the business.

What mistakes should be avoided at set-up?

Four mistakes recur in practice.
The choice of business name. The name must include the proprietor's surname, with or without a first name, and no misleading indication (art. 945 CO). A name already registered or too close to an existing business name will be refused. Check zefix.admin.ch before filing.
Forgetting to notify the AVS fund. The start of a self-employed activity must be notified without delay. Without notification, the fund reconstitutes the contributions after the fact, with interest.
Confusing registration in the commercial register with liability to VAT. Both thresholds stand at CHF 100 000, but they are independent. Registration does not amount to VAT registration, and vice versa.
Mixing private and business accounts. Without a bank separation, the accounts become difficult to justify before the tax authority. A separate account for the activity is a simple and inexpensive measure.
The rule to remember: beyond CHF 100 000 of annual receipts, registration in the commercial register is mandatory; below that, it is a choice to be weighed against its effects (enforcement by bankruptcy, accounting, publicity).
"This article is purely informative and does not constitute legal, tax or accounting advice. As the provisions applicable to sole proprietorships may change and vary according to your situation, we recommend that you consult a qualified professional before making any decision."

FAQ

Registration is mandatory as soon as annual gross receipts exceed CHF 100 000 (art. 36 ORC). Below that, it is optional. The threshold is assessed on turnover, not on profit.

Choosing the right legal form

A discussion with the fiduciary makes it possible to compare sole proprietorship, Sàrl and SA according to your situation and to prepare the commercial register registration file.

Portrait of Élodie Rochat, author at Fiduciaire Fribourg
Élodie Rochat

16 October 2026

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Sole proprietorship: commercial register registration, procedures and