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General partnership in Switzerland 2026: formation, commercial register, liability, taxes

Two or more natural persons form a Swiss general partnership with no minimum capital; registration in the commercial register is mandatory and costs CHF 160. Formation in 7 steps, liability, taxes, OASI and three worked examples.

28 min read03.11.2026ENCH
Zwei Gesellschafter besiegeln per Handschlag den Gesellschaftsvertrag ihrer Kollektivgesellschaft in der Werkstatt

A general partnership (Kollektivgesellschaft, KlG) is a partnership of at least two natural persons who run a commercial business under a common business name and are without limit liable for its debts (Art. 552 CO). No minimum capital is required (SME portal, in German). The partners must have it entered in the commercial register; under the fee schedule, a new entry costs CHF 160 (Commercial Register Fees Ordinance, annex no. 1.2, in German). The partners are taxed, not the partnership (Art. 10 Federal Direct Tax Act, in German).

Key points

  • At least two natural persons; legal entities cannot be partners (Art. 552 para. 1 CO).
  • Mandatory registration at the seat; without a commercial business, the partnership only comes into being upon registration (Art. 552 para. 2, 553, 554 CO).
  • New entry fee CHF 160, sole proprietorship CHF 80, GmbH or AG CHF 420 (Fees Ordinance, annex, in German).
  • Joint and several liability with all assets, but only after failed debt enforcement against the partnership or its dissolution (Art. 568 CO).
  • Business name freely chosen, with the legal form "Kollektivgesellschaft" or "KlG" (Art. 950 CO; Commercial Register Ordinance, annex 2, in German).
  • Full accounting from CHF 500,000 of turnover in the last financial year, simplified accounting below (Art. 957 CO).
  • OASI/DI/IC for partners as self-employed: 10.0 percent from CHF 60,500 of income (leaflet 2.02, as at 1 January 2026).
  • The partnership is VAT-liable from CHF 100,000 of turnover; partners are jointly and severally liable for the tax (Art. 10 and Art. 15 VAT Act).

What is a general partnership?

The general partnership is governed by Articles 552 to 593 of the Code of Obligations. It is a partnership of persons: what matters is the partners, not paid-in capital. Two or more natural persons join together to operate a trading, manufacturing or other commercial business under one business name, without limiting their liability towards creditors (Art. 552 para. 1 CO).

Legal nature: no legal personality, but able to act

The general partnership is not a legal entity. Under its business name, however, it can acquire rights, incur obligations, sue and be sued (Art. 562 CO). Partnership assets answer first for partnership debts; partnership creditors rank ahead of the partners' private creditors (Art. 570 CO).

Difference from the simple partnership and the limited partnership

Without a commercial business, for example a joint project without lasting gainful activity, there is a simple partnership as long as no registration exists (Art. 530 CO). Such a partnership only becomes a general partnership upon entry in the commercial register (Art. 553 CO). A business means any independent economic activity aimed at lasting income (Art. 2 let. a Commercial Register Ordinance, in German).

If a partner should only have limited liability, the limited partnership fits: at least one member is liable without limit, the limited partners only up to their limited partner's contribution; a limited partner may also be a legal entity (Art. 594 CO).

Start: agreement or registration

For a partnership with a commercial business, the SME portal notes that the entry is merely declaratory: the partnership exists from the conclusion of the agreement (SME portal, overview, in German). Towards third parties, the entry takes effect only upon publication in the Swiss Official Gazette of Commerce (Art. 936a CO). From then on, no one can claim to have been unaware of a registered fact (Art. 936b CO).

Forming a general partnership: step by step

Seven steps lead from the decision to the first business day:

  1. Check the legal form. Compare liability, taxes and costs with a sole proprietorship, GmbH and AG (table below).
  2. Choose and check the business name. Choose a name with the legal form and check on Zefix that it is clearly distinguishable from all registered commercial enterprises (Art. 951 CO).
  3. Write the partnership agreement. No form is prescribed, but writing it down is advisable: contributions, profit sharing, fees, representation, withdrawal, succession (see next section).
  4. Set the seat and legal domicile. The seat is the political municipality; for a c/o address, file the domicile holder's declaration (Art. 117 Commercial Register Ordinance, in German).
  5. File with the commercial register. All partners sign in person at the registry or with certified signatures (Art. 556 CO); online with a qualified electronic signature (Art. 18 Ordinance, in German). Attach copies of identity documents (Art. 24a Ordinance, in German).
  6. Compensation office and insurance. Have yourselves recognised as self-employed and register employees; as self-employed persons you are not compulsorily insured against accidents (leaflet 2.02).
  7. Set up VAT and accounting. From CHF 100,000 of turnover, register with the FTA within 30 days (Art. 66 VAT Act). Open a capital account per partner, because profit and interest are calculated per head (Art. 558 CO).

The partnership agreement: what it should contain

The law prescribes no form for the partnership agreement; contracts require a special form only where the law prescribes one (Art. 11 CO). No notary is needed. Relations among the partners are governed first by the agreement, then by the rules on the simple partnership (Art. 557 CO).

What applies without an agreement

TopicStatutory default ruleBasis
Profit and lossequal shares, regardless of contributionArt. 533 CO
Decisionsunanimity; majority only if agreed, then by head countArt. 534 CO
Managementall partners, each with a right of objectionArt. 535 CO
Interest on capital share4 percentArt. 558 para. 2 CO
New partnersonly with everyone's consentArt. 542 CO
Noticesix months, to the end of the financial year if annual accounts are keptArt. 546 CO
Death of a partnerdissolution, unless continuation was agreedArt. 545 para. 1 no. 2 CO

Source: Code of Obligations SR 220, Art. 533–558 (as at 1 October 2026).

Recommended content

  • Business name, seat, purpose and start date: identical to the commercial register application (Art. 41 Ordinance, in German).
  • Contributions: money, assets, work; valuation of contributions in kind. No one has to contribute more than agreed (Art. 560 para. 2 CO).
  • Fees and interest: a contractual fee for a partner's work is treated as a partnership debt when calculating profit (Art. 558 para. 3 CO).
  • Profit allocation and drawings: key, timing, reserves.
  • Representation and signatures: sole or joint signature, internal limits.
  • Non-competition: applies by law (Art. 561 CO); set out exceptions.
  • Withdrawal, continuation, settlement: continuation clause (Art. 576 CO) and a formula for the amount owed to a departing partner (Art. 580 CO).
  • Death and heirs: entry of heirs or settlement.
  • Dispute resolution: mediation, arbitration or place of jurisdiction.

Commercial register entry: obligation, application, fees

When the entry is mandatory

The partners must have the partnership registered (Art. 552 para. 2 CO), at the place of its seat (Art. 554 CO). Unlike a sole proprietorship, which must only register from CHF 100,000 of turnover (Art. 931 CO), a general partnership has no turnover threshold. Registries actively identify unregistered entities (Art. 157 Ordinance, in German), request registration and, if necessary, register ex officio (Art. 938 CO). Missing the deadline risks an administrative fine of up to CHF 5,000 (Art. 940 CO).

Application and supporting documents

All partners sign the application in person at the registry or submit it with certified signatures; those who will represent the partnership also deposit their signatures (Art. 556 CO; Art. 21 Ordinance, in German). The application may be filed on paper or electronically, in an official language of the canton (Art. 16 Ordinance, in German). Supporting documents are only needed if the facts do not already follow from the application (Art. 40 Ordinance, in German). The registry checks identity against a passport, identity card or Swiss foreigner's permit (Art. 24a Ordinance, in German).

The entry contains: business name and UID, seat and legal domicile, legal form, start date, purpose, partners and authorised representatives (Art. 41 para. 1 Ordinance, in German). The UID is assigned at the latest upon entry (Art. 116 Ordinance, in German). The Zurich commercial registry points to two practice rules: a future start date cannot be entered, and a purpose such as "provision of services of all kinds" is not accepted (Zurich registry, guidance sheet, in German, 12 February 2026).

On signing (in German): Wie muss eine Anmeldung beim Handelsregister unterzeichnet werden?

Fees under the Commercial Register Fees Ordinance

TransactionGeneral and limited partnershipSole proprietorshipGmbH, AG
New entryCHF 160CHF 80CHF 420
Personal details, entry, change, deletion (per person)CHF 20CHF 20CHF 20
Signing authority (per person)CHF 20CHF 20CHF 20
Change of business nameCHF 50CHF 50amendment of articles CHF 200
Transfer of seat, legal domicileCHF 30CHF 30domicile CHF 30
Dissolution / deletionCHF 70 / CHF 80deletion CHF 30CHF 70 / CHF 80

Source: Fees Ordinance SR 221.411.1, annex no. 1.1–1.3 (in German, as at 1 January 2021).

For exceptional effort or urgency, the registry may add surcharges of up to 50 percent (Art. 3 Fees Ordinance, in German); several applicants are jointly and severally liable for the fee (Art. 1). The SME portal quotes CHF 240 for registering a general partnership (SME portal, in German). A registry decision may be appealed within 30 days (Art. 942 CO).

Publication and changes

Entries are published in the SOGC and take effect only then (Art. 936a CO); details (in German): Wo werden Handelsregistereinträge publiziert und ab wann sind sie wirksam?. Every change to a registered fact must also be entered (Art. 933 CO), for example a new partner, a withdrawal (Art. 581 CO) or a new address. Entries can be viewed online free of charge (Art. 936 CO).

Business name: rules compared with the sole proprietorship

Since the revision of the law on business names, in force since 1 July 2016, commercial enterprises may freely choose their business name, which must however state the legal form (Art. 950 CO). The former requirement to use the name of at least one partner with an addition such as "& Co." no longer applies. The permitted abbreviation is "KlG" in German, "SNC" in French and Italian (Ordinance, annex 2, in German).

RuleSole proprietorshipGeneral partnership
Core of the nameowner's surname, with or without first namefree choice
Legal formnone; no addition suggesting a partnership"Kollektivgesellschaft" or "KlG" mandatory
Distinctivenessonly from sole proprietorships at the same placefrom all commercial enterprises and cooperatives in Switzerland
Additionsallowed if true and not misleadingallowed if true and not misleading
Legal basisArt. 945, 946 COArt. 944, 950, 951 CO

Source: Code of Obligations SR 220, Art. 944–951 (as at 1 October 2026).

According to the Zurich registry, symbols such as *, $, # or @ may not form part of a business name (Zurich registry, in German). In correspondence, order forms, invoices and notices, the registered business name must appear in full and unchanged; logos and short names may be added (Art. 954a CO). For comparison (in German): Welchen Namen darf eine Einzelfirma in der Schweiz tragen?

Liability: joint and several, unlimited, subsidiary

The partners are jointly and severally liable with their entire assets for all obligations of the partnership (Art. 568 para. 1 CO).

Joint and several, and unlimited

A creditor may claim the full amount from a single partner, regardless of that partner's profit share. Agreements among partners, such as "partner B is liable for no more than CHF 10,000", only work internally; they are void as against third parties (Art. 568 para. 2 CO). The partnership is also liable for unlawful acts a partner commits in carrying out business duties (Art. 567 para. 3 CO).

Subsidiary: the partnership first

A partner can be held personally liable only if he is bankrupt or the partnership has been dissolved or debt enforcement against it has failed (Art. 568 para. 3 CO). The creditor therefore pursues the partnership first. A joint and several guarantee given personally by a partner for the partnership, for example to the bank, is an exception. Bankruptcy of the partnership does not entail bankruptcy of the partners, and vice versa (Art. 571 CO).

Over time: old debts and after withdrawal

A person who joins is also liable for debts incurred before joining (Art. 569 CO). A person who leaves remains liable; claims prescribe five years after the withdrawal or dissolution is published in the SOGC (Art. 591 CO). If a partner or a third party takes over the business with assets and liabilities, a three-year period applies to the departed partners (Art. 592 para. 2 CO).

For VAT, the partners are jointly and severally liable within the scope of this civil-law liability (Art. 15 para. 1 let. a VAT Act). A partner's private creditors, by contrast, cannot seize partnership assets, only the partner's interest, fees, profit and liquidation share (Art. 572 CO). Short answer (in German): Haften die Gesellschafter einer Kollektivgesellschaft mit ihrem Privatvermögen?

Management and representation

Internally, all partners manage the business unless the agreement provides otherwise; each may act alone, and the others may object before the act is completed (Art. 535 CO). A partner excluded from management keeps an inalienable right to inspect books and records (Art. 541 CO).

Externally, third parties acting in good faith may assume that each partner may represent the partnership alone, unless the register shows otherwise (Art. 563 CO). The authority covers all legal acts the purpose may entail; limits on its scope have no effect on third parties in good faith (Art. 564 CO). Only two restrictions can be registered: excluding individual partners or joint signature (Art. 555 CO).

Type of signatureEffectGrant and revocation
Sole signature (default if nothing is ticked)represents alone and fullywith the application
Joint signature by twoonly together with another authorised signatoryregistrable under Art. 555 CO
Registered attorney (Prokura)all acts of the purpose, real estate only with express authorityconsent of all representing partners; revocation by any of them (Art. 566 CO)
Commercial agencygoverned internallynot registrable

Source: CO Art. 555, 563–566 (as at 1 October 2026); Zurich registry, guidance sheet (in German, 12 February 2026).

Representation authority can be withdrawn for good cause; if delay is dangerous, the court withdraws it provisionally and has the order registered (Art. 565 CO). Without the others' consent, no partner may do business in the partnership's line for his own or another's account, or take part in another enterprise as an unlimited partner, limited partner or GmbH member (Art. 561 CO).

Profit, interest, fees and accounting

How profit is allocated

For each financial year, profit or loss and each partner's share are determined on the basis of the annual accounts (Art. 558 para. 1 CO). The sequence: agreed fees for the partners' work are partnership debts and come first (Art. 558 para. 3 CO). Each partner then receives interest on his capital share, 4 percent unless otherwise agreed, even in a loss year (Art. 558 para. 2 CO). The rest is shared as agreed, otherwise equally (Art. 533 CO).

Interest and fees may be drawn during the year if the agreement so provides, profits only after the annual report has been approved (Art. 559 para. 2 CO). If a capital share has been reduced by losses, no profit may be paid out until the loss has been made good (Art. 560 CO).

Which accounting is required

Partnerships with turnover of at least CHF 500,000 in the last financial year keep full accounts with balance sheet, income statement and notes; below that, accounts of income, expenditure and financial position suffice (Art. 957 CO). The principles of proper accounting then apply by analogy. The annual report must be prepared within six months of the year end (Art. 958 para. 3 CO); books and vouchers are kept for ten years (Art. 958f CO).

The threshold is the same for sole proprietorships and partnerships (in German): Ab welchem Umsatz muss ein Einzelunternehmen eine vollständige Buchhaltung führen?

Taxes, OASI and VAT

Income tax: the partners, not the partnership

The general partnership is tax-transparent. Its income is allocated to the partners pro rata (Art. 10 para. 1 Federal Direct Tax Act, in German); the SME portal states that the partnership as such is not liable to tax (SME portal, overview, in German). Each partner is taxed on his share as income from self-employment, together with his other income (Art. 18). Business losses can be offset against profits of the seven preceding financial years (Art. 31). A partner who stops for good after age 55 is taxed separately on realised hidden reserves (Art. 37b).

OASI/DI/IC: partners are self-employed

Partners in general partnerships pay contributions on their share of the partnership's income (Art. 20 para. 3 OASI Ordinance, in German). They must be recognised as self-employed by the compensation office (SME portal, in German).

Annual earned incomeOASI/DI/IC rate 2026
below CHF 10,100minimum contribution CHF 530
CHF 10,100 to below 17,6005.371 %
CHF 30,500 to below 33,0005.987 %
CHF 45,500 to below 48,0007.469 %
CHF 58,000 to below 60,5009.321 %
from CHF 60,50010.000 % (OASI 8.1 + DI 1.4 + IC 0.5)

Source: Leaflet 2.02, no. 5–6 (as at 1 January 2026); Art. 21 OASI Ordinance (in German, as at 1 January 2026). Extract from the sliding scale.

Administrative cost contributions of up to 5 percent of the contributions are added. The compensation office levies quarterly advance contributions, payable no later than the 10th day after the quarter ends; late payment triggers default interest of 5 percent (leaflet 2.02, no. 6 and 10). No compulsory unemployment, accident or occupational pension cover applies: partners insure privately. See (in German): Wie hoch ist der AHV-Beitragssatz für Selbständigerwerbende?

VAT: the partnership is the taxable person

For VAT, the general partnership itself is liable, because liability does not depend on legal form (Art. 10 para. 1 VAT Act). Exempt is anyone with turnover below CHF 100,000 per year (Art. 10 para. 2 let. a VAT Act). A newly liable business registers with the FTA on its own initiative within 30 days (Art. 66 VAT Act). The partners are jointly and severally liable for the tax (Art. 15 VAT Act).

Joining, leaving, death, dissolution and liquidation

New partner

A third party may be admitted only with the consent of all partners (Art. 542 CO). From joining, he is also liable for earlier debts (Art. 569 CO). The entry must be registered (Art. 933 CO).

Withdrawal and exclusion

EventConsequence without a clauseWith a continuation clauseBasis
Notice by a partnerdissolution; six months' notice, to the end of the financial yearwithdrawal, the partnership continuesArt. 545, 546, 576 CO
Death of a partnerdissolutioncontinuation with the others or the heirsArt. 545 para. 1 no. 2 CO
Bankruptcy of a partnerdissolution at the request of the bankruptcy administrator, at least six months' noticeexclusion and settlement possibleArt. 575, 578 CO
Good cause relating to one persondissolution by the courtexclusion by the court at the request of all othersArt. 577 CO
Only two partnersdissolutionthe other continues the businessArt. 579 CO

Source: Code of Obligations SR 220, Art. 545–581 (as at 1 October 2026).

The amount owed to a departing partner is fixed by agreement; failing a clause and agreement, the court sets it based on the partnership's financial position at the time of withdrawal (Art. 580 CO). Withdrawal and continuation by one partner must be registered (Art. 581 CO).

Dissolution and liquidation

The partnership is dissolved by bankruptcy and otherwise on the grounds applicable to the simple partnership; the dissolution is notified to the registry (Art. 574 CO) and the name receives the addition "in Liquidation" (Art. 42 Ordinance, in German). The liquidators are the partners authorised to represent, and they are registered (Art. 583 CO). They realise assets (Art. 585 CO) and draw up a balance sheet at the start of liquidation (Art. 587 CO). After debts are paid, capital is repaid first, then interest for the liquidation period, then any surplus is shared by the profit key (Art. 588 CO). Finally, the liquidators apply for deletion (Art. 589 CO). The books are kept for ten years after deletion (Art. 590 CO).

General partnership, sole proprietorship, GmbH or AG: the comparison

CriterionSole proprietorshipGeneral partnershipGmbHAG
Founders1 natural personat least 2 natural persons1 or more persons1 or more persons
Minimum capitalnonenoneCHF 20,000, fully paidCHF 100,000, at least CHF 50,000 paid
Liabilityowner, unlimitedpartners, joint and several, unlimited, subsidiarycompany assets onlycompany assets only
Formation, register feeno form; register from CHF 100,000 turnover; CHF 80informal agreement; register mandatory; CHF 160public deed; CHF 420public deed; CHF 420
Taxes, accountingowner; full from CHF 500,000partners; full from CHF 500,000profit tax and dividend; always fullprofit tax and dividend; always full

Source: CO Art. 552, 568, 620–632, 772–777c, 931, 957 (as at 1 October 2026); Fees Ordinance, annex (in German, as at 1 January 2021); Art. 10 Federal Direct Tax Act (in German, as at 2 September 2026).

Worked examples

CaseForm, placeKey figureResult
Profit allocationKlG, Winterthur, paintingresult CHF 282,400Anna CHF 141,600, Marco CHF 140,800
LiabilityKlG, Lucerne, caféclaim CHF 48,000Tim pays CHF 30,000, recourse CHF 20,000
WithdrawalKlG, Bern, bakerynotice 20 June 2026exit 31 December 2026, settlement CHF 87,000

Source: calculations under CO Art. 533, 546, 558, 568, 580, 591 (as at 1 October 2026) and leaflet 2.02 (as at 1 January 2026).

Example 1: Anna and Marco, Winterthur, painting business with 3 employees

Anna Keller and Marco Brunner have run "Keller Brunner Malerei KlG" since 1 January 2025. The new entry cost the CHF 160 base fee. Anna contributed CHF 40,000, Marco CHF 20,000. The agreement provides CHF 60,000 in fees each but says nothing on interest or the profit key.

Result 2025 before fees and interest: CHF 282,400.

  1. Fees as a partnership debt (Art. 558 para. 3 CO): 282,400 – 120,000 = CHF 162,400.
  2. Interest at 4 percent (Art. 558 para. 2 CO): Anna 40,000 × 4 % = CHF 1,600; Marco 20,000 × 4 % = CHF 800. Remainder: 162,400 – 2,400 = CHF 160,000.
  3. Profit in equal shares (Art. 533 CO): CHF 80,000 each.
  4. Income from the partnership: Anna 60,000 + 1,600 + 80,000 = CHF 141,600; Marco 60,000 + 800 + 80,000 = CHF 140,800.

Both declare these amounts privately (Art. 10 Federal Direct Tax Act). OASI/DI/IC, simplified at 10.0 percent: Anna CHF 14,160, Marco CHF 14,080. With CHF 620,000 of turnover in 2025, full accounts are mandatory from 2026 (Art. 957 CO); VAT applied from the first year.

Example 2: Lea and Tim, Lucerne, café with 4 part-time staff

Lea Frei and Tim Gerber run "Café Seeblick KlG" with turnover of CHF 380,000; simplified accounting is enough (Art. 957 para. 2 CO). A coffee roaster has an unpaid invoice of CHF 48,000. The agreement states: "Tim bears losses up to CHF 10,000 at most."

  1. The roaster first pursues the partnership (Art. 568 para. 3 CO). The seizure yields CHF 18,000.
  2. For CHF 30,000 he receives a certificate of shortfall: enforcement against the partnership has failed.
  3. He can now claim the full CHF 30,000 from Tim alone or from Lea alone (Art. 568 para. 1 CO). He chooses Tim. The cap on Tim's share does not bind him (Art. 568 para. 2 CO).
  4. Tim pays CHF 30,000. Internally the clause applies: Tim bears CHF 10,000 and claims CHF 20,000 back from Lea. Without the clause, each would have borne half (Art. 533 CO) and recourse would have been CHF 15,000.

Unpaid VAT would hit both partners in the same way (Art. 15 VAT Act).

Example 3: Reto, Nina and Paul, Bern, bakery with 9 staff

"Bäckerei Aare KlG" has three partners and a calendar financial year. The agreement contains a continuation clause (Art. 576 CO) and a settlement formula: capital account plus one third of the surplus value shown in the exit balance sheet.

  1. Paul, 61, gives notice on 20 June 2026. Six months' notice to the end of the financial year (Art. 546 CO): exit on 31 December 2026. Notice only on 15 July 2026 would have pushed the exit to 31 December 2027.
  2. Settlement: capital account CHF 75,000 + one third of CHF 36,000 surplus value = 75,000 + 12,000 = CHF 87,000 (Art. 580 CO).
  3. Commercial register: deletion of Paul's personal details and signing authority, 2 × CHF 20 = CHF 40 (Fees Ordinance, annex no. 1.2).
  4. Liability: the withdrawal is published in the SOGC on 15 January 2027. For a 2025 bank loan, Paul remains subsidiarily liable until 15 January 2032 (Art. 591 CO).
  5. Taxes: the CHF 12,000 share of surplus value is a capital gain on business assets (Art. 18 para. 2 Federal Direct Tax Act). If Paul gives up all self-employment, he is taxed separately under Art. 37b.

Special cases

A married couple as partners

Spouses can form a general partnership together; the same rules apply. Both are jointly and severally liable. Divorce is not on the list of dissolution grounds (Art. 545 CO); the partnership continues until one of them gives notice.

A GmbH wants to become a partner

Only natural persons can be partners in a general partnership (Art. 552 CO). A GmbH may, however, be a limited partner in a limited partnership (Art. 594 para. 2 CO).

Liberal professions without a commercial business

Two architects without a commercially run business form a simple partnership until registered. They only become a general partnership upon registration (Art. 553 CO); the start date is then the entry in the daily register (Art. 41 para. 3 Ordinance, in German).

Only one partner remains

With two partners, one may continue the business and pay out the other (Art. 579 CO). The partnership becomes a sole proprietorship; the UID is kept (Art. 116 Ordinance, in German). Fee for dissolution, deletion and continuation: CHF 140 (Fees Ordinance, annex no. 1.2, in German). The name must then follow the rules for sole proprietorships (Art. 945 CO).

Death of a partner

Without a continuation clause, the partnership is dissolved (Art. 545 CO). The heir must report the death immediately and continue current business in good faith (Art. 547 CO); for the liquidation, the heirs appoint a joint representative (Art. 584 CO).

A private creditor seizes the share

A private creditor can only reach the partner's interest, fees, profit and liquidation share (Art. 572 CO). Having seized the liquidation share, he can demand dissolution with at least six months' notice (Art. 575 CO); the others may exclude the partner concerned (Art. 578 CO).

A partner works on the side for a competitor

The statutory non-competition rule applies without any agreement (Art. 561 CO). A partner who causes damage is liable to the others under Art. 538 CO; a serious breach can justify removal from management (Art. 539 CO).

Bankruptcy of the partnership

Bankruptcy dissolves the partnership (Art. 574 CO) without bankrupting the partners (Art. 571 CO). In the partnership's bankruptcy, partners cannot claim their capital contributions as creditors, but can claim interest due, fees and reimbursement of expenses (Art. 570 para. 2 CO). They are then personally liable for the shortfall.

What this means for you

  1. Before formation: check the name on Zefix and put the agreement in writing, especially the profit key, fees, continuation and settlement.
  2. Before the first business day: file the application signed by all partners with the commercial register; budget for the CHF 160 base fee.
  3. Within 30 days of becoming VAT-liable: register with the FTA if you expect turnover of CHF 100,000 or more.
  4. When starting the activity: apply to the compensation office for recognition as self-employed; pay quarterly advances by the 10th day after each quarter.
  5. Every year: keep a capital account per partner, prepare and approve the annual accounts within six months, and only then draw profits. With Numezis, capital accounts, profit allocation and VAT returns sit in the same ledger.
  6. From CHF 500,000 of turnover: switch to full accounts in the following year.
  7. With every change: report new partners, withdrawals, signatures and address to the registry; for a withdrawal, the five-year limitation only starts with SOGC publication.

Common mistakes

  • Trading without registration. The registry enters the partnership ex officio and can impose an administrative fine of up to CHF 5,000 (Art. 938, 940 CO).
  • Business name without legal form. "Keller Brunner Malerei" without "KlG" is not registered (Art. 950 CO); stationery and logo must be redone.
  • Liability cap in the agreement. An internal cap does not protect against creditors (Art. 568 para. 2 CO); in Example 2, Tim paid CHF 30,000 instead of CHF 10,000 and must recover CHF 20,000 from Lea.
  • Profit drawn before approval. Profits may only be drawn after the annual report is approved (Art. 559 para. 2 CO); after a loss, capital shares must first be restored (Art. 560 CO).
  • Threshold missed. From CHF 500,000 of turnover, simplified accounting is no longer enough (Art. 957 CO); balance sheet and notes are then missing at year end.
  • OASI advances too low. Without notifying the compensation office, default interest of 5 percent is charged on the shortfall (leaflet 2.02, no. 8 and 10).
  • Withdrawal not registered. Without SOGC publication, the five-year limitation does not start (Art. 591 CO), and third parties may rely on the old entry (Art. 936b CO).

Detailed answers

All compliance answers in English: /en/compliance. Selected answers (in German):

Sources

  1. Code of Obligations (CO), SR 220 — https://www.fedlex.admin.ch/eli/cc/27/317_321_377/en (as at 1 October 2026).
  2. Commercial Register Ordinance (HRegV), SR 221.411 (in German) — https://www.fedlex.admin.ch/eli/cc/2007/686/de (as at 1 October 2026).
  3. Ordinance on Commercial Register Fees (GebV-HReg), SR 221.411.1 (in German) — https://www.fedlex.admin.ch/eli/cc/2020/180/de (as at 1 January 2021).
  4. Federal Direct Tax Act (DBG), SR 642.11 (in German) — https://www.fedlex.admin.ch/eli/cc/1991/1184_1184_1184/de (as at 2 September 2026).
  5. OASI Ordinance (AHVV), SR 831.101 (in German) — https://www.fedlex.admin.ch/eli/cc/63/1185_1183_1185/de (as at 1 January 2026).
  6. VAT Act, SR 641.20 — https://www.fedlex.admin.ch/eli/cc/2009/615/en (as at 31 March 2025).
  7. OASI/DI Information Centre, leaflet 2.02 — https://www.ahv-iv.ch/p/2.02.e (as at 1 January 2026).
  8. SECO SME portal, Rechtsform Kollektivgesellschaft (in German) — https://www.kmu.admin.ch/de/rechtsform-kollektivgesellschaft (2 November 2026).
  9. SECO SME portal, Kollektivgesellschaft: Überblick (in German) — https://www.kmu.admin.ch/de/kollektivgesellschaft-uberblick (2 November 2026).
  10. Zurich Commercial Registry, guidance sheet (in German) — https://www.zh.ch/content/dam/zhweb/bilder-dokumente/themen/wirtschaft-arbeit/handelsregister/kollektivgesellschaft/klg_merkblatt_neueintragung.pdf (12 February 2026).
  11. Federal Commercial Registry Office (EHRA), legal basis (in German) — https://www.bj.admin.ch/de/rechtliche-grundlagen-ehra (2 November 2026).
  12. Central Business Name Index Zefix — https://www.zefix.ch (2 November 2026).

Frequently asked questions

Must a general partnership be entered in the commercial register?

Yes. The partners must have it registered (Art. 552 para. 2 CO), in the register of the place of its seat (Art. 554 CO). If it runs a commercial business, it exists from the agreement and the entry is declaratory. Otherwise it only comes into being as a general partnership upon registration (Art. 553 CO). Anyone who ignores the registry's request risks an administrative fine of up to CHF 5,000 (Art. 940 CO).

Are the partners of a general partnership liable with their private assets?

Yes, jointly and severally and with their entire assets (Art. 568 para. 1 CO). The liability is subsidiary: a creditor may pursue a partner only once the partnership has been dissolved or debt enforcement against it has failed, or the partner is bankrupt (Art. 568 para. 3 CO). Internal limits do not bind third parties. After withdrawal, claims prescribe five years after publication in the SOGC (Art. 591 CO).

How much does it cost to form a general partnership?

There is no minimum capital. Under the fee schedule, a new commercial register entry costs CHF 160; entries for personal details and signing authority are charged CHF 20 each (Commercial Register Fees Ordinance, annex no. 1.2). The SECO SME portal quotes CHF 240 for the entry. No notary is required because the partnership agreement is not subject to any form; only optional advisory fees may be added.

How is a general partnership taxed?

The partnership itself pays neither income tax nor profit tax. Its income is allocated pro rata to the partners (Art. 10 para. 1 Federal Direct Tax Act), who are taxed on it as income from self-employment (Art. 18). On the same share they pay OASI/DI/IC contributions as self-employed persons, 10.0 percent in total in 2026 (Art. 20 para. 3 OASI Ordinance; leaflet 2.02). For VAT, however, the partnership itself is liable, from CHF 100,000 of turnover.

Is a written partnership agreement required?

No, the law prescribes no form (Art. 11 para. 1 CO); an oral or tacit agreement is enough. Without an agreement, the rules of the simple partnership apply: equal shares in profit and loss (Art. 533 CO), unanimous decisions (Art. 534 CO) and 4 percent interest on capital (Art. 558 para. 2 CO). A written agreement covering profit sharing, fees, withdrawal and succession avoids costly disputes.

What business name may a general partnership use?

Since 1 July 2016, commercial enterprises may freely choose their business name, which must state the legal form, in full or abbreviated (Art. 950 CO; annex 2 Commercial Register Ordinance). It must be clearly distinguishable from all commercial enterprises registered in Switzerland (Art. 951 CO) and must not mislead (Art. 944 CO). A sole proprietorship, by contrast, must use the owner's surname and may not suggest a partnership (Art. 945 CO).

Reviewed answers on this topic, each citing the official Swiss sources it rests on.

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Accounting for your general partnership

Capital accounts, profit allocation and annual accounts under the CO, with VAT returns built from your entries.