Utilizable and transferable non-cash contributions

If you want to establish a capital company (GmbH or AG) in Switzerland, you must provide a certain minimum capital. This capital can either be paid in cash or contributed as a non-cash contribution. A non-cash contribution means that instead of money, you transfer an object, a claim, or another asset to the company. In return, you receive shares in the company.

A non-cash contribution can be an interesting alternative to a cash contribution if you have assets that you no longer need or that you want to bring into the company's business. For example, you can contribute a vehicle, a machine, a patent, or a stake in another company as a non-cash contribution.

However, you must keep in mind that not every object is suitable as a non-cash contribution. The non-cash contribution must meet certain requirements to be recognized as capital. These are:

• Balance Sheet Eligibility/Capitalization: The non-cash contribution must have a clearly defined value and can be listed in the company's balance sheet.
• Transferability: The non-cash contribution must be legally and actually transferable to the company.‍
• Availability: The non-cash contribution must be available at the time of the company's formation and free from third-party rights.‍
• Marketability: The non-cash contribution must be beneficial to the company and can be sold or pledged if necessary.

As marketable and transferable non-cash contributions, the following are eligible:

• Objects (e.g., real estate, buildings, machines, inventory, vehicles)‍
• Obligatory Rights (e.g., claims against third parties)‍
• Intellectual Property Rights (e.g., patents, copyrights)‍
• Securities and Holdings (e.g., shares)‍
• Asset Entities (e.g., a partnership when converted into a capital company)

If you want to conduct a non-cash contribution establishment, in addition to the usual founding documents, you must submit a written non-cash contribution agreement, a foundation report, and an audit confirmation from an authorized auditor. These documents serve to demonstrate the nature, condition, and valuation of the non-cash contribution.

Thus, a non-cash contribution establishment can be a sensible option if you have marketable and transferable assets that you want to contribute to your company. However, you must consider some legal and accounting aspects and factor in additional costs for the creation and review of the necessary documents.