From AHV to Zefix.

Mandatory accident insurance for employees.

Occupational accidents: employer. Non-occupational accidents from 8 weekly hours: employee. Self-employed: voluntary via SUVA or a private insurer.

Accounting principle.

Business transactions are attributed to the point in time they economically occurred (not the payment date).

Dilution protection.

Protects investors in down rounds: weighted average (fair) or full ratchet (aggressive). Shares are adjusted retroactively.

Founding charter of a capital company.

Mandatory for GmbH and AG. Sets out name, seat, purpose, capital and bodies. Must be publicly notarised.

Purchase of assets shortly after incorporation.

If the company buys assets from founders within 2 years of incorporation, contribution-in-kind rules apply. Must be stated in the articles.

Snapshot of assets & liabilities.

As of the reporting date: what the company owns (assets) vs. who it belongs to (liabilities + equity). Must balance.

Insolvency.

Over-indebtedness + illiquidity → bankruptcy filing mandatory (Art. 725 CO). The bankruptcy office takes over; the board is liable for late notification.

Monthly net consumption of cash.

Gross burn: expenses. Net burn: expenses minus revenue. Runway = cash / net burn = how many months the money lasts.

Occupational pension.

Mandatory for employees above BVG salary of CHF 22,680 (2025). Optional or non-existent for the self-employed – the gap should be closed via pillar 3a or a company with own salary.

CHF 22,680 annual salary (2025).

Above this salary, BVG is mandatory. Below it, voluntary or a company solution with a lower threshold.

'Care of' – at someone else's address.

Usable when the registered seat isn't your own address (e.g. with a fiduciary). Must be entered in the register.

Overview of ownership stakes.

Spreadsheet or tool (e.g. Ledgy) listing all shares, options and dilution. Crucial for every financing round.

Tax-free repayment to shareholders.

Contributions, premiums and grants shareholders paid in beyond par value. Repayment is free of income and withholding tax.

Blocked account before incorporation.

A bank account into which the share capital is paid before the commercial register entry. After registration it is converted into a normal business account.

Cantonal tax on equity.

Between 0.001% (NW) and 0.5% of net profit or equity. Often credited against the profit tax.

Actual movements of cash.

Unlike profit: only real payment flows. Free cash flow = operating cash flow minus investments. Often more important than profit for startups.

Collective bargaining agreement (GAV).

Industry agreement with minimum wages, working hours and holidays. Generally binding in hospitality, construction, cleaning etc. – applies even without membership.

Lock-up period in vesting.

Usually 12 months: leave the company beforehand and you get 0 shares. Afterwards vesting occurs monthly or quarterly.

Broad power to act.

Comprehensive authority to represent the company. Must be entered in the register. Usually granted jointly to two people.

Public registry of all companies.

Cantonal register of all legal entities. GmbH, AG and cooperatives only come into existence once entered. Sole proprietorships must register above CHF 100,000 turnover, optional below.

Administers OASI/DI/IC/FamZG contributions.

Cantonal or industry-specific (association compensation offices). Registration as self-employed is mandatory – also checks the status.

Restructuring procedure.

Alternative to bankruptcy: an administrator assesses restructurability, creditors vote on a composition agreement. 4–6 months of enforcement protection.

Non-cash contribution.

Machinery, vehicles, IP as capital contribution. Requires an incorporation report plus an audit confirmation from a licensed auditor.

Convertible debt.

A loan that converts into shares at a later financing round. Popular for seed rounds because valuation is deferred.

BVG deduction from gross salary.

CHF 26,460 (2025) is deducted from the annual salary before the BVG-insured salary is calculated. Covers the OASI base.

Continued salary payment during illness.

Voluntary insurance for employers. Covers 80% of salary for 720 days. Self-employed: own insurance strongly recommended.

Co-sale rights.

Drag-along: the majority can force the minority to sell along. Tag-along: the minority may join the majority's sale.

Review before investment/acquisition.

Legal, financial, technical. Investors review contracts, cap table, IP and taxes. A clean data room speeds up the process.

Federal authorities portal.

Online platform for commercial register, VAT and OASI registration and other administrative procedures. The fastest route for simple incorporations.

Earnings before interest, tax, depreciation & amortisation.

Approximation of operating cash flow. Standard metric for valuation and bank financing. EBITDA margin = EBITDA / revenue.

Employee Stock Option Plan.

Employee equity participation programme. Swiss specifics: vesting, tax liability on grant or exercise, often with lock-up periods.

150% deduction for research.

Personnel expenses for qualifying R&D can be deducted at up to 150%. Regulated by canton.

Federal Act on Data Protection (revised 2023).

Stricter information duties, data protection impact assessments, breach notification duty. Fines up to CHF 250,000 against responsible persons.

Child and education allowances.

Self-employed pay approx. 1.5–3% contribution, in return receive allowances for their own children. Rules vary by canton.

General terms and conditions.

Standard contract clauses. Must be clearly accepted when concluding the contract. Unusual clauses are invalid (unusualness rule).

Revenue minus expenses = profit.

Shows earnings over a period (usually a calendar year). Ends with net profit/loss, which flows into the balance sheet.

VAT on purchases.

VAT-registered businesses can deduct VAT they pay on business purchases from their own VAT liability.

International payments standard.

camt.053 (account statement), pain.001 (payment order). Replaces DTA. Needed for automated bank integration into accounting software.

1% federal duty on equity.

On formation/increase: 1% on capital above CHF 1m. The first million is exempt. Usually irrelevant for SME formations.

'GmbH', 'AG' in the name.

The legal form suffix is mandatory in the company name. For sole proprietorships the family name must appear.

Legal Entity Identifier.

20-digit code for the global identification of legal entities in financial transactions. Mandatory for securities trading.

Restriction on property acquisition.

Foreign nationals may only buy real estate in Switzerland to a limited extent – including via companies. Relevant for real-estate startups.

Orderly dissolution.

Shareholders' resolution → register entry 'in liquidation' → creditor call (3x SHAB) → blocking year → distribution → deregistration. Duration: at least 12 months.

Preferential right at exit.

Investors get their investment (or a multiple) back first at exit, before common shareholders receive anything. 1x non-participating is standard.

80% salary for 14 weeks.

Financed via IC, max. CHF 220/day. Also available to self-employed if OASI-insured.

Non-Disclosure Agreement.

Confidentiality agreement. In Switzerland usually one-sided; uncommon in investor talks – reputable VCs typically don't sign NDAs.

Simplified VAT settlement.

Alternative to the effective method: turnover × industry-specific rate. Less administration, no input tax deduction. Only available up to CHF 5.024m turnover and CHF 108,000 tax liability.

Turnover-based lump-sum taxation.

Historical term for the low corporate taxes in NW/ZG. New, harmonised rules apply since USR III / TRAF.

1st pillar of pension provision.

Self-employed: approx. 10% of net income, employees: 5.3% (shared with employer = 10.6% total). Contributions due from CHF 2,500 income as self-employed.

15% minimum taxation.

From 2024 in Switzerland: top-up tax for groups with turnover over EUR 750m. Not relevant for SMEs.

Nominal value of a share.

For the AG at least CHF 0.01 per share, for the GmbH at least CHF 100 per quota.

Relief on qualified participations.

For holdings of ≥10%: the federal government taxes dividends at 70%, cantons between 50% and 70%. Avoids double taxation.

Relief on holding income.

Profit tax on dividends from qualified participations is reduced proportionally – often to zero in effect. Has replaced holding status since TRAF.

Reduced taxation of patent income.

Up to 90% relief on net profit from patents and comparable rights. Implemented cantonally (max. 90%, ZH 90%, LU 10%).

2 weeks paid.

Statutory since 2021. Financed via IC, 80% salary, max. CHF 220/day. Must be taken within 6 months of the birth.

2nd pillar institution.

Collective foundation, association pension fund or own foundation. Choice affects costs (1–2% admin fees) and returns.

Voluntary payment into the 2nd pillar.

Tax-deductible. Makes sense from around age 45 if there's a coverage gap. Lock-up: 3 years before capital withdrawal.

Tied private pension provision.

With pension fund: max. CHF 7,258 (2025). Without pension fund (self-employed): 20% of net income, max. CHF 36,288 (2025). Tax-deductible.

Valuation before/after investment.

Post-money = pre-money + investment. With CHF 4m pre and CHF 1m investment: post 5m, investor holds 20%.

Notarised by a public notary.

Mandatory for GmbH/AG incorporation, capital increases and articles amendments. Costs vary by canton (CHF 500–2,500).

Standard invoice format since 2022.

Replaces the payment slip. QR code contains all payment data. Mandatory for all invoices in CHF and EUR in Switzerland.

Cantonal tax on property gains.

Charged when selling real estate. Progressive based on holding period and gain. For legal entities sometimes integrated into the profit tax.

Legal seat of the company.

Can be a home office, coworking space or business centre. For sublets: landlord consent required. Changes require a register amendment.

Remaining months of financing.

Available cash / monthly net burn. Below 6 months, active fundraising should start.

Simple Agreement for Future Equity.

US instrument, legally adaptable in Switzerland. Investors receive shares at a later round on pre-agreed terms (cap, discount).

Federal duty on securities turnover.

0.15% (CH) or 0.30% (foreign) on securities trading. Mainly affects banks and securities dealers.

Recognition by the compensation office.

Criteria: own risk, multiple clients, own infrastructure, acting in one's own name. Without recognition: false self-employment → employer obligations.

Swiss Official Gazette of Commerce.

Official federal publication organ. All register changes, bankruptcies and public notices are published here.

Amount paid above par value.

If a share is issued above par value, the difference is the premium. It flows into the statutory reserves.

Contract between shareholders.

Governs pre-emption, tag-along and drag-along rights, vesting and governance beyond the articles of association. Binding only between signatories.

Who may bind the company.

Sole or joint signature (by two). Recorded in the register. Joint signature reduces abuse risk but can slow down daily business.

State-backed loan.

Four regional cooperatives guarantee bank loans to SMEs up to CHF 1m. The federal government bears 65% of the loss risk.

Proof regarding contributions in kind.

Founders' declaration that there are no disguised contributions or asset take-overs in kind. Part of the incorporation file of a GmbH/AG.

Currently 8.1%.

Since 1 January 2024 the standard rate is 8.1% (previously 7.7%). Reduced rate 2.6%, special accommodation rate 3.8%.

Mandatory retained earnings.

For AG/GmbH: 5% of annual profit until 20% of share capital is reached (Art. 672 CO).

Temporary dormancy.

For sole proprietorships: temporarily halt business activity without deregistering. OASI can be adjusted. Not possible for capital companies.

Letter of intent for investments.

Non-binding summary of terms (valuation, anti-dilution, board rights). Basis for the shareholders' agreement.

Tax Reform and AHV Financing (2020).

Replaces privileged status companies with a patent box, extra R&D deduction and lower profit tax rates. Compensated by over CHF 2bn in OASI funding.

Business Identification Number.

Unique number (CHE-123.456.789) for every business. Since 2011 it has replaced the old VAT number and is assigned automatically via EasyGov.

Unemployment insurance.

2.2% salary deduction (shared = 1.1% each side) up to CHF 148,200. Solidarity percent of 1% above that. Self-employed: not insured.

Reverse charge on foreign services.

Recipients pay VAT on services from abroad (e.g. Google Ads, SaaS) above CHF 10,000/year, even if not otherwise VAT-registered.

Voluntary taxation.

Businesses under CHF 100,000 turnover can voluntarily opt for VAT to benefit from input tax deduction. Commitment: 1 year.

Gradual acquisition of shares over time.

Founders or employees earn their shares over time (typically 4 years with a 1-year cliff). If they leave early, unvested shares are forfeited.

35% on dividends & interest.

Paid by the distributing company to the FTA. Creditable for Swiss residents, partially reclaimable for foreign nationals (DTA).

Deducted directly from salary.

For foreign nationals without a C permit, cross-border commuters and persons with limited tax liability. Employer remits directly to the canton.

Central business name index.

Federal database of all commercial register entries. Free company search and register extracts (electronic, without certification).