SA incorporation for SA companies in Root without the stress: how it works
Delegate, digitalise or do it all yourself? Around SA incorporation in Root, every SME draws its own line. The reference points below — federal law, cantonal practice and lessons from the field — help you place the cursor well.
Choosing the structure: Sàrl, SA or sole proprietorship
The choice of legal form turns on three axes: liability (limited to capital for Sàrl and SA, unlimited for the sole trader), taxation (economic double taxation of company profit and dividends versus direct income taxation) and pensions (the employee of their own Sàrl is subject to mandatory LPP; the self-employed insure voluntarily).
A Sàrl and an SA must also appoint an auditor, unless they opt out (no more than ten full-time positions on annual average and unanimous shareholder consent). Many young companies start without one, then appoint an auditor when growth or investors demand it.
The Swiss legal frame for SA incorporation
Three documents summarise the health of a Swiss business: the balance sheet (what it owns), the income statement (what it earns) and the notes (what else you should know). All the work of SA incorporation converges on those three pages, in Root too.
Late books show from the outside: poorly calibrated tax instalments, provisional filings, slow answers to the bank. Staying current is also a matter of image.
Swiss VAT: rates, threshold and filings
The most frequent VAT mistakes are well known: the wrong rate among 8.1%, 2.6% and 3.8%, forgotten self-supplies, and a rushed annual reconciliation. Corrections are due at the latest in the return for the period containing the 180th day after the year-end — the earlier you correct, the less default interest runs.
Also useful for SA incorporation: some supplies are excluded from VAT (health, education, property rental) — with no corresponding input VAT right. Qualifying revenues correctly from the start avoids surprises.
Digitalising SA incorporation: what actually works
A serious accounting document archive links every record to its entry, timestamps versions and logs access — exactly what Swiss bookkeeping regulation expects from probative electronic retention. Chronological filing by financial year becomes an automatic by-product.
For SA incorporation, migrating history must not block the start: begin on day one of the current financial year and import the history later if needed.
Root: what changes, what does not
Working with a fiduciary from Root no longer depends on geography: the documents of a business in Root are shared online, while the canton Lucerne keeps its own deadlines for the tax return.
Federal deadlines do not move in Root: VAT within 60 days, salary declaration in January, 10-year record retention — postal code 6037 changes nothing about those rules, only the sender's address.
Frequently asked questions
When must a business register for VAT?
As soon as its worldwide annual turnover reaches CHF 100,000 (CHF 250,000 for non-profit sports or cultural associations). Below that, voluntary registration remains possible and often makes sense to reclaim input VAT on investments. The threshold is federal: it applies in Root as everywhere in Switzerland.
What are the legal obligations for SA incorporation in Switzerland?
The foundation is the Code of Obligations: proper bookkeeping (art. 957a CO), annual accounts (balance sheet, income statement, notes) and 10-year retention of books and records (art. 958f CO). VAT applies from CHF 100,000 of turnover, and social insurance settlements from the first employee. Nothing is different in Root: federal law applies.
Which documents should be prepared for the year-end closing?
Bank and cash statements at the closing date, the inventory of stock and work in progress, final AHV/LPP/accident settlements, contracts signed or amended during the year, invoices straddling two years and the detail of accruals. With an up-to-date document archive, most of it is already there. The list is identical in Root: the CO dictates it, not the commune.
Do you need a fiduciary for SA incorporation, or can you do it yourself?
Both are defensible. Below CHF 500,000 of revenue, a sole proprietorship may keep simplified accounts itself. As soon as payroll, VAT and a closing with tax stakes are involved, professional support prevents mistakes that cost more than the fees. With a shared platform, the fiduciary does not even need to be in Root.
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