Forming a cooperative in Switzerland: statutes, members and process

The cooperative is Switzerland’s most democratic legal form: every member has one vote – regardless of how much capital they contribute. It is also the most misunderstood form. Here is how it works, what the formation process involves, and whether it is the right choice for your project.

What defines a cooperative

The cooperative (Art. 828 et seq. CO) pursues a promotional purpose: it serves the economic or social interests of its members – not primarily investor returns. Typical examples:

• village shops and food cooperatives
• energy and solar cooperatives
• housing cooperatives
• cultural venues and club restaurants, coworking spaces
• sector platforms and buying groups

Criterion	Cooperative
Members	At least 3
Minimum capital	None
Liability	No personal liability (unless statutes require supplementary payments)
Voting rights	1 member = 1 vote
Bodies	General assembly, administration
Registration	Commercial register, publicly notarised statutes
Profit	Distributable to members, but not the main purpose

The formation process step by step

1. Recruit three members. Natural or legal persons – an association or a GmbH can also join.
2. Draft and notarise the statutes. The statutes must be publicly notarised. They govern the name, seat, purpose, shares, bodies, exclusion grounds and liability.
3. Constitute the bodies. Convene the founding assembly, elect the administration. Depending on the statutes, provide for an auditing body.
4. Commercial register application. Submit the notarised statutes and officer signatures to the competent office. What registration costs for other forms is covered in commercial register costs.
5. Set up operations. Open a business account, clarify AHV (employed members), set up invoicing.

The strengths of the cooperative

• Democracy over capital power: every member counts equally.
• No minimum capital: members subscribe shares at freely chosen amounts.
• Limited liability: without a supplementary-payment clause nobody is privately liable.
• Flexible purpose: social and cultural goals are expressly permitted – unlike capital-oriented forms such as the AG.

The weaknesses

• Demanding governance: votes, assemblies and statute maintenance take time.
• Less attractive to investors: capital participation without extra voting rights holds little appeal for funders.
• Unfamiliar image: banks and partners know the form less well than the GmbH – explaining it is part of daily life.
• Audit obligations: depending on size, a limited or full audit may be required.

Cooperative, association or GmbH?

The association suits non-commercial purposes but cannot distribute profits. The GmbH suits capital-driven companies with few owners. The cooperative sits in between: economically active, but community-oriented and democratically governed. For a cooperative’s bookkeeping, the software comparisons (in German) on buchhaltung-für-selbständige.ch are a good source: which bookkeeping software; your first QR invoices are created free with gratisrechnung.ch.