{"id":5892,"date":"2023-10-16T16:08:21","date_gmt":"2023-10-16T15:08:21","guid":{"rendered":"https:\/\/geneve-avocat.net\/simple-partnership\/"},"modified":"2025-05-13T12:32:47","modified_gmt":"2025-05-13T11:32:47","slug":"simple-partnership","status":"publish","type":"page","link":"https:\/\/geneve-avocat.net\/en\/simple-partnership\/","title":{"rendered":"Simple partnership"},"content":{"rendered":"\t\t
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The simple partnership <\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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The simple partnership in Switzerland is considered to be the simplest form of partnership, and is governed by the Swiss Code of Obligations (art. 530-551 CO).
\nIt is created by a contract between two or more people who wish to combine their resources and skills to achieve a common goal (art. 530 para. 1 CO).
\nUnlike other forms of company, the simple partnership is considered a contract rather than a company, even though it is the origin of all other forms of company.
\nHowever, a company can only be classified as a simple partnership if it does not meet the criteria for another form of company (art. 530 para. 2 CO). <\/p>\n

Advantages of a simple partnership<\/h2>\n

The simple partnership offers a number of advantages, including great flexibility for partners in defining the terms of their collaboration and the sharing of profits and losses.
\nUnlike other forms of company, it is simple and inexpensive to set up.
\nWhat’s more, it does not need to be published in the Commercial Register, which preserves the confidentiality of the partners. <\/p>\n

Disadvantages of a simple partnership<\/h2>\n

The simple partnership also has significant disadvantages.
\nFirstly, the partners are jointly and severally liable without limitation for the debts of the partnership, which means that each partner can be held responsible for the totality of the partnership’s debt, and creditors can demand payment from one or more partners.
\nIn addition, the simple partnership has no legal personality, which means that the partners are considered to be the partnership itself.
\nThis can lead to difficulties in terms of succession or transfer of shares.
\nFinally, the soci\u00e9t\u00e9 simple may encounter difficulties in obtaining major financing, as it cannot issue equity securities. <\/p>\n

Incorporation and management of a simple partnership<\/h2>\n

Simple partnerships are often set up for a limited period, as in the case of construction consortia which dissolve once the project is completed.
\nThey are regarded as communities of economic interests and have no legal personality or official name, which can lead to companies being set up without the participants being aware of it – a so-called “de facto company”. <\/p>\n

In Switzerland, the formation of a simple partnership does not require any particular form, which means that it is not possible to register it with the Commercial Register.
\nHowever, it is advisable to draw up a partnership agreement signed by all partners.
\nThis contract can include information such as the company’s management rules, division of tasks, powers, etc. <\/p>\n

Each partner must make a contribution to the simple partnership, which may be in the form of money, receivables or property (art. 531 para. 1 CO).
\nIn the absence of provisions to the contrary in the partnership agreement, profits and losses are divided equally between the partners, irrespective of the nature and value of their contribution (art. 533 para. 1 CO). <\/p>\n

In a simple partnership, management is generally the responsibility of the partners.
\nIndeed, important decisions are taken with the unanimous agreement of all partners (art. 534 para. 1 CO).
\nNevertheless, the partners may appoint one or more managing partners to manage the company on their behalf.
\nThe managing partners, whether associates or third parties, are appointed and dismissed by the associates, and are responsible for the day-to-day management of the soci\u00e9t\u00e9 simple, while complying with the applicable legal provisions and keeping the associates informed of the company’s financial situation.
\nArt.
\n536 of the Swiss Code of Obligations prohibits all associates from engaging in activities that are contrary or detrimental to the company’s purpose, for their own personal ends. <\/p>\n

Taxation<\/h2>\n

Ordinary partnerships in Switzerland are subject to the same taxes as other types of company, such as income tax and capital tax.
\nUnlike other types of company, the simple partnership has no legal personality separate from that of its partners.
\nAs a result, profits generated by the partnership are taxed directly at the level of the partners, according to their respective shares in the company’s profits.
\nIn addition, partners are also subject to wealth tax, which is calculated on the basis of their total assets, including their share in the soci\u00e9t\u00e9 simple. <\/p>\n

Use a lawyer to ensure that all legal rules are respected<\/h2>\n

Although the simple partnership is easy to set up and offers tax advantages, it also entails risks of liability and conflicts between partners.
\nSo it’s crucial that potential partners are well informed about the advantages and disadvantages of the simple partnership.
\nIt is advisable to consult a lawyer to ensure that all legal rules are respected when setting up a simple partnership. <\/p>\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t

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An initial consultation <\/p>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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from 60 min to CHF 220.00<\/p>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Take stock of your situation with a specialist lawyer.<\/p>\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Would you just like to make an appointment to ask a few questions?
<\/i>Not sure what to do?
Is your situation unclear?<\/p>\n

Opt for an initial consultation with a lawyer.<\/strong><\/p>\n

You will then decide whether you wish to proceed, and our lawyers will give you the cost of the procedure according to your case.
\nAppointments can be made in person or by videoconference. <\/p>\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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Make an appointment with a lawyer The simple partnership The simple partnership in Switzerland is considered to be the simplest form of partnership, and is governed by the Swiss Code of Obligations (art. 530-551 CO). It is created by a contract between two or more people who wish to combine their resources and skills to … Read more<\/a><\/p>\n","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"elementor_header_footer","meta":{"_acf_changed":false,"_seopress_robots_primary_cat":"","_seopress_titles_title":"","_seopress_titles_desc":"","_seopress_robots_index":"","footnotes":""},"class_list":["post-5892","page","type-page","status-publish"],"acf":[],"_links":{"self":[{"href":"https:\/\/geneve-avocat.net\/en\/wp-json\/wp\/v2\/pages\/5892","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/geneve-avocat.net\/en\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/geneve-avocat.net\/en\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/geneve-avocat.net\/en\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/geneve-avocat.net\/en\/wp-json\/wp\/v2\/comments?post=5892"}],"version-history":[{"count":8,"href":"https:\/\/geneve-avocat.net\/en\/wp-json\/wp\/v2\/pages\/5892\/revisions"}],"predecessor-version":[{"id":7387,"href":"https:\/\/geneve-avocat.net\/en\/wp-json\/wp\/v2\/pages\/5892\/revisions\/7387"}],"wp:attachment":[{"href":"https:\/\/geneve-avocat.net\/en\/wp-json\/wp\/v2\/media?parent=5892"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}