From a Sàrl to an SA: when and how should you make the transition?
In our previous articles, we explored how to start a business as a self-employed professional, followed by the transition from a sole proprietorship to a limited liability company. For reasons of cost and simplicity, this transition most often involves setting up a société à responsabilité limitée (Sàrl).
A few years later, the business has grown, new partners may be looking to join, or succession planning is becoming a priority. This raises another question: should you convert your Sàrl into a société anonyme (SA), a Swiss company limited by shares? The answer depends less on taxation, which is the same for both legal forms, than on your plans for the business.
Sàrl and SA: what are the differences?
Both legal forms protect the entrepreneur's personal assets and are subject to the same taxes. The main difference lies in their underlying structure: a Sàrl is centred on its members, while an SA is centred on its share capital.
The advantages of an SA
Confidentiality. Shareholders' names are not publicly disclosed. Clients, competitors and employees therefore cannot readily identify who owns the company. The authorities, however, have access to ownership information in both cases: since 1 October 2026, Sàrls and SAs have been required to report their principal beneficial owners to a non-public federal register.
Easier ownership transfers. Bringing in an investor, a senior employee or a family member, or transferring ownership of the business gradually, can be achieved through a straightforward transfer of shares.
Greater flexibility. An SA allows different classes of shares to be created. This makes it possible to give employees a financial stake in the business or gradually transfer its value to your children while retaining decision-making control.
Corporate image. An SA may be perceived as more established or financially robust by banks, suppliers and potential buyers.
The considerations and constraints
Higher share capital and additional costs. The company's share capital must be increased to at least CHF 100,000, with additional notarial and commercial register fees amounting to several thousand Swiss francs.
More administrative formalities. A board of directors, a share register and formal minutes of meetings are among the requirements that call for greater administrative discipline.
Fewer statutory safeguards between shareholders. In a Sàrl, the law and the articles of association govern relationships between members, including duties of loyalty, possible non-compete restrictions and the requirement to obtain approval before admitting a new member. In an SA, these provisions generally need to be established through a shareholders' agreement.
How does the conversion process work?
There is no need to dissolve the Sàrl and establish a new SA. Swiss law allows a straightforward change of legal form: the company remains the same legal entity, retaining its contracts, employees and company identification number.
- Up-to-date financial statements. If the latest balance sheet is more than six months old, an interim balance sheet must be prepared.
- Sufficient share capital. The capital must reach CHF 100,000, of which at least CHF 50,000 must be paid up.
- Approval by the members. The conversion must be approved by a qualified majority, with the decision formally notarised and new articles of association adopted.
- Registration in the commercial register. The Sàrl officially becomes an SA on the date of registration.
For small and medium-sized enterprises (SMEs), the procedure may be simplified if all members agree. The process generally takes a few weeks.
What about taxation?
From a tax perspective, nothing changes: Sàrls and SAs are subject to the same taxes, and the conversion itself is not taxable.
There is, however, one important precaution. It is generally preferable not to finance the increase in share capital using the company's retained earnings, as this could trigger taxation equivalent to receiving a dividend. Contributing fresh capital avoids this potential issue. Your accountant or tax adviser can help determine the most appropriate approach.
When does converting to an SA make sense?
An SA becomes particularly relevant if you wish to:
- bring investors or senior employees into the company's ownership structure;
- prepare for the transfer of the business to your children or a third party;
- keep the distribution of share ownership confidential;
- strengthen your company's standing with banks and business partners.
Conversely, for an entrepreneur who remains the sole owner and has no plans to bring in additional shareholders or transfer the business in the medium term, a Sàrl remains a perfectly suitable structure.
Key takeaways
Converting a Sàrl into an SA is a relatively straightforward process that does not give rise to additional taxation, provided the increase in share capital is properly planned. Nor does it generate tax savings in itself. The decision should be driven by a specific business objective, whether that involves welcoming new shareholders, preparing for succession or achieving greater confidentiality.
The most appropriate legal structure is the one that supports the entrepreneur's objectives, and those objectives evolve over time.
Our wealth planning specialists are available to assess your situation and coordinate the process with your notary and accountant or tax adviser.
