Grow & structure# Transform your company
without starting from scratch.

Sole proprietorship to Sàrl, Sàrl to SA, merger: Helvate converts your structure in accordance with the Swiss Merger Act (LFus), preserving your UID number, your contracts and your history.

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## Sole proprietorship → Sàrl

Want to move your business to a structure better suited to its growth? **Helvate** supports you in moving from a sole proprietorship to a Sàrl, from the initial analysis through to the legal, tax and administrative formalities. A structured transition that more clearly separates your business from your personal assets and supports your company's growth.

- Analysis and structuring of the transition, based on your business and goals
- Formation of the Sàrl and coordination of formalities, through to its registration with the Commercial Register
- Transfer of the business and the relevant assets, under the applicable terms
- Analysis of the tax and administrative implications, to anticipate the main issues of the transition

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![Sole proprietorship → SA](https://www.helvate.ch/storage/assurances/sigles/helvate-assurance-raison-individuelle-sa.svg)

## Sole proprietorship → SA

When your business reaches a new milestone, moving from a sole proprietorship to an SA lets you rethink its structure, support its growth and prepare its next stages. **Helvate** supports you through this transition with a tailor-made approach, from the initial thinking through to setting up your new organisation.

- Structuring the capital and shareholding
- Setting up governance suited to your ambitions
- Organising the transfer of your business to the SA
- Coordination of all parties involved and formalities

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![SA](https://www.helvate.ch/storage/assurances/sigles/helvate-assurance-sa.svg)

## Sàrl → SA

Want to evolve your structure to support its growth or prepare for new investors coming on board? **Helvate** supports you in converting your Sàrl into an SA, from the initial analysis through to setting up the new structure and completing the required formalities.

- Conversion of the Sàrl into an SA, with adjustment of the legal structure and capital
- Setting up shares and governance
- Enhanced confidentiality of shareholding, within the applicable legal framework
- Coordination of legal, notarial and administrative steps

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![FUa](https://www.helvate.ch/storage/assurances/sigles/helvate-assurance-fua.svg)

## Merger

Considering combining two structures into a single organisation? **Helvate** supports you in coordinating your merger, from the initial analysis through to preparing the required documents and completing the formalities with the Commercial Register, in compliance with the Swiss Merger Act (LFus).

- Preparation and coordination of the merger agreement and merger balance sheet, based on the planned transaction
- Coordination of the merger audit, where required
- Analysis of tax implications, including the conditions for potential tax-neutral treatment
- Coordination of formalities with the Commercial Register, through to registration of the transaction

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![SC](https://www.helvate.ch/storage/assurances/sigles/helvate-assurance-sc.svg)

## Demerger

Want to spin off a business activity, an operating division or part of your assets into a dedicated structure? **Helvate** supports you in preparing and coordinating the transaction, with a structured transfer of assets and liabilities in accordance with the applicable rules of the Swiss Merger Act (LFus).

- Preparation and coordination of the demerger plan
- Structured transfer of assets and liabilities, in line with the terms of the demerger
- Review of the contracts and commitments concerned, to anticipate any necessary steps
- Coordination of formalities with the Commercial Register, through to registration of the transaction

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![AN](https://www.helvate.ch/storage/assurances/sigles/helvate-assurance-an.svg)

## Contribution in kind

Want to contribute a business activity, assets or wealth to a company in exchange for quotas or shares? **Helvate** supports you in structuring the transaction and preparing the required documents, in compliance with the rules applicable to contributions in kind.

- Preparation and coordination of the contribution report
- Coordination with the auditor, where their involvement is required
- Amendment of the articles of association and corporate documents, depending on the structure concerned
- Analysis of tax implications, to anticipate the main issues of the transaction

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![HG](https://www.helvate.ch/storage/assurances/sigles/helvate-assurance-hg.svg)

## Group restructuring

Want to structure a group of companies, consolidate shareholdings or set up a holding company? **Helvate** supports you in analysing and structuring your organisation, factoring in the legal, tax and wealth dimensions right from the design of the transaction.

- Structuring and setting up a holding company, based on the group's goals
- Consolidation and reorganisation of shareholdings
- Analysis of tax implications, to identify applicable optimisation opportunities
- A comprehensive view of the group structure, designed with a long-term perspective

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Helvate pricing## Clear packages, with no surprises

### Sole proprietorship to Sàrl

Move from a sole proprietorship to a Sàrl.

CHF 899.-

Talk to an expertWhat's included:

- Legal advice and choice of structure
- Valuation of the business and contribution in kind
- Incorporating the Sàrl and drafting the articles of association
- Striking off the sole proprietorship and registering the Sàrl

### Sole proprietorship to SA

Move from a sole proprietorship to an SA.

CHF 1,499.-

Talk to an expertWhat's included:

- Legal advice and choice of structure
- Valuation of the business and contribution in kind
- Incorporating the SA, articles of association and share issue
- Striking off the sole proprietorship and registering the SA

### Sàrl to SA

Convert your Sàrl into an SA.

CHF 2,499.-

Talk to an expertWhat's included:

- Legal advice
- Preparing the balance sheet and conversion report
- Increasing the capital to CHF 100,000
- Amending the articles of association and issuing the shares

VAT at 8.1%, notary fees and Commercial Register fees are not included.

Have any questions?## FAQ - Company conversion

Does a conversion mean my company disappears?  No. A conversion allows you to change your company's legal form while preserving its continuity, provided it is carried out in accordance with the Merger Act (LFus) and the applicable conditions.

Depending on the structure chosen, contractual relationships, employees, assets and authorisations can be maintained as part of the conversion. The UID number is also retained under the conditions laid down by law.

From a tax perspective, the conversion can be carried out without immediate taxation of certain hidden reserves, provided the legal conditions are met.

How much does a conversion cost?  Helvate offers clear flat-rate packages depending on the type of transaction:

- Sole proprietorship → Sàrl: CHF 899.-
- Sole proprietorship → SA: CHF 1,499.-
- Sàrl → SA: CHF 2,499.-

Each package includes legal advice, preparation of the necessary documents (conversion balance sheet and report, articles of association, contribution in kind where applicable) and the incorporation and Commercial Register registration formalities. VAT at 8.1%, notary fees and Commercial Register fees are not included and are communicated to you separately before any work begins.

Helvate reviews your situation beforehand to confirm the most suitable scenario and sends you a detailed quote if your transaction has specific features.

Why convert a sole proprietorship into a Sàrl?  As your business grows, converting to a Sàrl can be a structuring step for your company. In particular, it allows you to separate, within the limits provided by law, your private assets from those of the business and to provide a legal framework better suited to a growing activity.

A Sàrl can also offer greater flexibility in how you organise your remuneration and how your structure evolves, depending on your tax and financial situation.

When should I convert a Sàrl into an SA?  Converting to an SA becomes relevant when your company enters a new phase of growth: opening up the capital to new investors, preparing a fundraising round, or seeking to strengthen your institutional credibility with partners, banks or clients. An SA also offers more flexibility for changing the shareholder base over time, in particular through the transfer or issue of new shares.

However, this choice only makes sense if your situation genuinely warrants it: higher capital requirements, more formal governance and stricter accounting obligations come with this change of legal form.

Helvate assesses with you whether the timing is right and structures the conversion in accordance with the LFus, in coordination with the tax and legal aspects specific to your situation.

What are the tax risks of a conversion?  A poorly structured conversion can have significant tax consequences, in particular the taxation of certain hidden reserves. Tax neutrality depends on meeting specific conditions and must be assessed in light of the structure and scenario chosen.

Helvate analyses the tax implications of the transaction upfront and coordinates the aspects relating to profit tax, VAT and the requirements of the LFus.

Our approach? Anticipate risks, secure every step and preserve the tax neutrality of your conversion as far as possible.

How long should I allow?  A conversion generally takes several weeks, depending on the structure concerned, the complexity of the transaction and the formalities to be completed.

Preliminary audit, preparation of documents, any notarial deeds and registration with the Commercial Register are carefully planned to ensure a smooth transition.

A free initial conversation## Let's discuss your needs,
simply.

Tell us about your situation, and we'll take it from there.

- Full analysis
- Response within 24h
- No obligation

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