Goldblum & Partners advises educational-tech client on the optimal legal structure in Switzerland

Goldblum & Partners has advised an international client on the creation and registration of an educational-technology venture in Switzerland.

The client initially intended to establish a Verein (association) – a form widely used across Switzerland for non-profit, humanitarian, cultural, and sports initiatives. Following an in-depth legal and structural analysis, Goldblum & Partners concluded that the Swiss stock corporation (AG) was the more suitable vehicle for the client’s long-term business objectives.

The firm’s corporate team assessed the client’s goals and prepared a comparative legal opinion covering governance, liability, taxation, and investment flexibility under Swiss law. Although the Verein (association) offers low entry barriers and minimal formalities, it is designed primarily for non-commercial purposes.

Under Articles 60–79 of the Swiss Civil Code, a Verein may be formed by at least two persons without minimum capital. However, only those associations conducting commercial activities or subject to audit obligations must be entered in the Commercial Register (Handelsregister). Entry in the Register provides transparency and public credibility but also imposes accounting and governance requirements.

Switzerland hosts an estimated 80,000 to 100,000 active Vereine (associations), illustrating their popularity as organisational structures for community and cultural projects.

Based on this assessment, the firm advised the client to incorporate an AG to ensure scalability, corporate governance standards, and investor participation consistent with a commercial enterprise. Goldblum & Partners subsequently managed the entire incorporation process — from drafting constitutional documents to coordination with the notary and the Cantonal Commercial Register.

During registration, a potential issue arose: the client’s chosen company name was phonetically similar to several well-known trademarks. Anticipating a possible objection from the Commercial Register, the firm proactively submitted a reasoned justification and successfully obtained preliminary clearance for the name.

This proactive approach ensured that the company could be registered without delay or costly document revisions. The startup has since been incorporated and continues to receive ongoing legal and corporate support from Goldblum & Partners.

This mandate highlights the importance of choosing the correct Swiss legal form at the outset of a project. The firm’s expertise in combining regulatory foresight with practical corporate execution helped the client avoid future restructuring costs and potential trademark conflicts.

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