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Sàrl incorporation for e-commerce in Kerzers: rules, deadlines, best practice

Delegate, digitalise or do it all yourself? Around Sàrl incorporation in Kerzers, 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.

Swiss VAT: rates, threshold and filings

A VAT return is prepared, not endured: clean VAT accounts, one code per rate and a monthly variance check make the deadline trivial — for registered businesses in Kerzers too.

Returns are filed quarterly (effective method) or twice a year (net tax rate method). Either way the rule is identical: file and pay within 60 days after the end of the period. An annual reconciliation with the accounts is required — this is where sloppy data entry gets expensive.

Salaries and social contributions: the rates to know

Expense claims are payroll in the broad sense: actual reimbursements against receipts, or flat rates approved by the cantonal tax office in an expense policy. Without a clear rule, every reimbursement becomes a debate.

A thirteenth salary, where agreed, is accrued month by month — forget it and December reveals a charge of one-twelfth of the payroll, in Kerzers as everywhere.

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The Swiss legal frame for Sàrl incorporation

Swiss accounting law has been unified in the Code of Obligations since 2013: the same bookkeeping rules (art. 957a CO) and retention rules (art. 958f CO — 10 years for books, vouchers and reports) apply regardless of legal form. Sàrl incorporation sits squarely within this frame, including for companies based in Kerzers.

The law also settles the form: accounts may be kept in a national language or in English, on paper or electronically (art. 957a para. 5 CO). That pragmatism lets Sàrl incorporation run entirely on digital tools — no paper binder is required.

Kerzers: what changes, what does not

Working with a fiduciary from Kerzers no longer depends on geography: the documents of a business in Kerzers are shared online, while the canton Fribourg keeps its own deadlines for the tax return.

Kerzers requires no special bookkeeping: the Code of Obligations applies at postal code 3210 as everywhere else, and a well-kept digital file transfers smoothly to any auditor in the canton.

Frequently asked questions

Which social contributions does a Swiss employer pay?

AHV/IV/APG: 5.3% employer share (the same is withheld from the employee); unemployment insurance: 1.1% each up to CHF 148,200 a year; occupational pension (LPP) by age and plan (employer at least 50%); occupational accident insurance paid by the employer; family allowances by canton. For an employer in Kerzers, family allowances follow the canton's rates.

What is simplified bookkeeping and who can use it?

Sole proprietorships and partnerships under CHF 500,000 of revenue may limit themselves to recording income, expenses and assets (art. 957 para. 2 CO). Once over the threshold — or upon founding a Sàrl or an SA — full accounts with balance sheet, income statement and notes become mandatory. The CHF 500,000 threshold is assessed the same way in Kerzers.

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 Kerzers as anywhere.

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 Kerzers: the CO dictates it, not the commune.

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