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Sàrl incorporation comparison in Lully (FR): the practical guide

Between VAT, social contributions and the year-end close, a Swiss SME juggles dozens of deadlines a year. This page focuses on Sàrl incorporation in Lully (FR): what the law requires, what can be automated, and when to delegate.

Choosing the structure: Sàrl, SA or sole proprietorship

A Sàrl requires CHF 20,000 of fully paid-in capital; an SA CHF 100,000 of which at least CHF 50,000 paid in. Both require a notarised deed and entry in the commercial register. A sole proprietorship arises from mere activity — registration only becomes mandatory from CHF 100,000 of annual revenue.

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 Sàrl incorporation

For an owner in Lully (FR), the question is never “do we need accounts?” but “at what level of detail?”. The CO sets the floor; the bank, the tax office and the shareholders set the rest.

The annual accounts (art. 958 CO) consist of the balance sheet, the income statement and the notes; they must be drawn up within six months of the year-end so the general meeting can approve them. A delay here cascades into the tax return and the final social insurance settlements.

Swiss VAT: rates, threshold and filings

Exports, services abroad, acquisition tax: as soon as anything international enters the picture, VAT gets demanding (place of supply, acquisition tax on services). Better to set the rules once with a professional than to correct three financial years.

Also useful for Sàrl 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.

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Salaries and social contributions: the rates to know

The salary certificate is an official tax document: it feeds the employee's tax return and serves as the reference in AHV and tax audits. Issued once a year, it must match payroll accounting and the declaration to the compensation office to the centime.

An often underestimated point: self-employed status is granted by the compensation office — or not. Whoever invoices essentially one main client risks requalification as an employee, with contribution arrears charged to the principal. Clarifying AHV status before starting avoids that trap.

Lully (FR): what changes, what does not

Lully (FR) (postal code 1470, canton Fribourg) applies the same federal rules as the rest of the country: what changes in Lully (FR) are the cantonal counterparts — tax administration, compensation office, commercial register.

Federal deadlines do not move in Lully (FR): VAT within 60 days, salary declaration in January, 10-year record retention — postal code 1470 changes nothing about those rules, only the sender's address.

Frequently asked questions

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 Lully (FR): the CO dictates it, not the commune.

What is the difference between a limited and an ordinary audit?

The ordinary audit applies to companies exceeding, for two consecutive years, two of three thresholds: CHF 20 million balance sheet total, CHF 40 million revenue, 250 full-time positions. Others fall under the limited audit, and those with no more than ten full-time positions on annual average can opt out with all shareholders' consent. These federal thresholds do not depend on the registered seat — in Lully (FR) as anywhere.

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 Lully (FR) as everywhere in Switzerland.

How long must records related to Sàrl incorporation be kept?

Ten years from the end of the financial year concerned (art. 958f CO). Electronic retention is permitted if the integrity and readability of the records are guaranteed — a serious digital archive validly replaces paper binders. A business in Lully (FR) can therefore archive fully digitally.

Also worth reading

In neighbouring municipalities

Switch to accounting that keeps itself up to date

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