Transforming a Limited Liability Company (Sàrl) into a Public Limited Company (SA): a strategic decision to structure growth

In a previous edition of our newsletter, we discussed the choice every entrepreneur faces when launching their business: sole proprietorship or company? We then examined the steps and implications involved in converting a sole proprietorship into a limited company – a transition that allows the business to gain structure and develop.

In this same spirit of continuity, we now turn our attention to another key stage in the entrepreneurial journey: the transformation of a Sàrl (limited liability company) into an SA (public limited company).
This change of legal form is not merely a technical or tax-driven matter. It reflects a desire to consolidate the business, enhance its credibility, and facilitate the entry of new partners to support its growth.

A logical evolution for growing businesses

The Sàrl is often the preferred structure when starting out. It offers flexibility, accessibility, and is well suited to small teams and entrepreneurial projects. However, as revenue increases, investors show interest, or growth prospects emerge, the SA becomes a strategic alternative.

Share capital: a signal of strength

The first major difference between the two structures lies in the minimum share capital required:

• Sàrl: CHF 20,000
• SA: CHF 100,000, of which CHF 50,000 must be paid up

This higher threshold gives the SA an image of stability and robustness, reassuring business partners and investors alike.

Shareholder confidentiality

In a Sàrl, the names of shareholders are recorded in the Commercial Register, making their identity public.
In contrast, only the members of the board of directors of an SA appear in this register. Shareholders may therefore remain anonymous, facilitating the entry of new investors without public exposure.

More flexible and professional governance

An SA allows for a clear separation between shareholders and directors. A company can thus appoint an external director for their expertise or network, without transferring any ownership rights. This degree of flexibility is much harder to achieve in a Sàrl.

The SA also provides a more sophisticated governance structure, suitable for growing organisations: board of directors, auditors, specialised committees—tools designed to manage the company with rigour and transparency.

Easier transfer of shares

In an SA, the transfer of shares is effected simply by endorsing the share register.
In a Sàrl, every change of shareholder requires an update to the Commercial Register, along with legal documents (transfer agreement, meeting minutes, etc.).
This distinction makes the SA more agile in cases of capital restructuring or the entry of new investors.

A stronger image with business partners

Beyond legal and operational considerations, conversion into an SA is often seen as a sign of maturity. It demonstrates the company’s ability to mobilise significant resources, structure its governance, and plan for medium- to long-term growth.

Transforming a Sàrl into an SA should not be viewed as a mere formality. It represents a strategic step towards structuring, professionalising, and opening the business. For leaders, it is a lever for growth, credibility, and partnership development.

Before undertaking this transformation, it is essential to carefully assess its legal, tax, and operational implications, and to seek expert guidance.