General partnership

The general partnership is a legal entity governed by the Swiss Code of Obligations (art. 552-593 CO), distinguished by the active involvement of all partners in the management and administration of the company.
It is a form of partnership.

The general partnership is a partnership structure which involves the association of two or more individuals to operate a business under a shared corporate name (art. 552 para. 1 CO).

The partners of a general partnership are considered to be co-entrepreneurs, and are obliged to contribute the financial resources, skills and other resources needed to run the business.
They have unlimited joint and several liability for the company’s debts.

The general partnership is managed by all partners, each of whom has the power to make decisions on behalf of the company.
Nevertheless, the articles of association may provide for the appointment of a manager to oversee the operational management of the business.

Taxation of general partnerships

Even if the general partnership is not subject to tax as such, its partners must pay direct tax on their remuneration, their share of profits, the interest on their equity capital and their assets.

Each partner is subject to taxation on the income and wealth he holds in the partnership, in addition to his private income and assets.
Tax planning can be considered, however, as the owner of the partnership could reduce his or her taxes if he or she establishes the registered office and his or her private domicile in two different locations.

Advantages of a general partnership

General partnerships offer a number of advantages to entrepreneurs.
These include a relatively simple and inexpensive set-up procedure, and the possibility for partners to freely draw up the articles of association, without any special formalities.

A general partnership offers the advantage of drawing on the skills and resources of all partners, which can be particularly beneficial for small businesses with limited development capacity.

The company’s partners can participate in management and make decisions for the business, which can encourage their involvement in the development of the business.

The general partnership is characterized by great flexibility in terms of business management.
The articles of association can be easily modified to enable the company to adapt to changes in its environment.

Disadvantages of a general partnership

Despite its many advantages, the general partnership also has a number of disadvantages.
One of the major disadvantages of this form of partnership is the unlimited liability of the partners.
Each partner assumes personal liability for the company’s debts and obligations, regardless of his or her initial financial contribution.

Compared with corporations, the transfer of shares in a general partnership can be complicated.
Partners have special rights associated with their stake in the company, such as voting rights and the right to a share in profits, which are not easily transferred.

In addition, partners need to be cautious when looking for investors, as the latter may require a larger stake in the business or guarantees from the partners to protect their investments.

Constitution

Setting up a general partnership is a relatively straightforward process, but must be carried out in compliance with certain legal formalities.
The key stages in setting up a general partnership are as follows:

Drafting the Articles of Association, which must set out the partnership’s operating rules.
In particular, they must mention the company name, the amount of share capital, the names and contributions of the partners, the distribution of profits and losses, etc.
The articles of association must be signed by all partners.

To inform third parties of the creation of a general partnership, a notice of incorporation must be published in the Swiss Official Gazette of Commerce (SOGC).
The notice must include information such as the company name, the identity of the partners and the amount of share capital.
In addition, the company must be entered in the commercial register responsible for its registered office (art. 554 CO).

Dissolution and liquidation

A general partnership may be dissolved for various reasons (art. 545 ff. CO), such as expiry of the term stipulated in the articles of association, a unanimous decision by the partners, or serious misconduct by a partner.
After dissolution, the partnership must be liquidated (art. 548 ff CO), i.e. its assets must be realized, its debts paid and the balance distributed among the partners.

An interesting option for entrepreneurs looking to work together

The general partnership is an attractive option for entrepreneurs looking to work together.
Advantages such as simple management, flexible bylaws and limited partner liability make it an attractive option.
However, it is important to consider the disadvantages of this legal form.
It is advisable to consult a lawyer specializing in company law to ensure compliance with legal formalities, and to benefit from personalized support throughout the life of the company.