The limited partnership belongs to the partnerships and plays a minor role in Switzerland with only about 2,300 unities.

As in the case of the general partnership, several persons unite to pursue a trade which is controlled according to commercial rules. However, as opposed to the general partnership, not all persons involved are liable in solidarity. The liability of the limited partners is limited to a specific and previously determined sum, the so-called registered investment (cash layout). Only the general partner (can also be several persons) is personally and unrestrictedly liable.

This legal form is mostly fallen back on if new own resources are purchased, but without management expansion /adaptation. Like the general partnership, although the limited partnership is without its own legal personality, it is capable of acting, processing and operating.

Not to be confused with the "normal" general partnership, the limited partnership is for collective investments that are subordinate to the Collective Investment Schemes Act (KAG).


Advantages

 
  • No minimum capital necessary

  • With a low number of partners, a simple organization is possible.

  • Procurement of capital possibly better than with a general partnership

Disadvantages

 
  • High liability risks for general partner

  • Great dependence on the partners


 

Legal nature

 

Partnership

Law

 

Article 594 ff. OR

Name

 

Name of at least of one unrestricted, liable partner with the addition of the legal form. Names of persons other than those who are unrestrictedly liable partners are not allowed.

Number of founders

 

At least 2

Capital

 

No regulations

Organization

 

1) Partners
2) Auditors can be used

Liability

 

1) Liability primarily with assets of a company
2) Subsidiary unrestricted and collective liability of the general partners
3) Subsidiary limited liability of the limited partners (with a maximum up to the  registered investment)

Taxes

 

1) Partners pay tax on profit (income) and capital (assets) personally.

Management

 

By each individual general partner, provided that this is not differently determined in the partner´s contract. At least one general partner must be authorized at the representative office.

Residence regulations

 

The owners must not be resident in Switzerland.