Startup Checklist

Is your Startup on track?

Find out!

"If things areNOT FAILING,You are not INNOVATING ENOUGH."

Elon Musk, CEO of Spacex and Tesla Motors

Must Have

► Define the appropriate legal form □ □

► Find domicile/offices □ □

► Find members of the Board of Directors □ □

► Determine type of incorporation (cash, contribution in kind, (intended) □ □

acquisition in kind)

► Define funding needs (equity / debt) □ □

► Check whether Startup is subject to a collective bargaining agreement □ □

► Check accounting obligations □ □

► Check audit obligations (Opting out!) □ □

Must Have

► Location analysis from a tax perspective (tax holidays) □ □

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Must Have

► Draft Statutes and other incorporation documents □ □

► Appointment of the members of the corporate bodies □ □

► Hold founders' meeting (in front of notary public in case of an AG / GmbH) □ □

and register company in Commercial Register

► Appointment of company representatives □ □

► Exceptional permits if required □ □

► Residence permit and work permit for foreign nationals □ □

► Written employment contract and regulations for all employees □ □

► Take out adequate insurance □ □

Nice to have

► Analysis if daily benefits insurance could be favourable □ □

Must Have

► Filing of the respective form for share issuance stamp tax □ □

► VAT registration if threshold of CHF 100'000 is reached and decision □ □

whether the net tax rate method according to art. 37 VAT Act.

(Saldosteuersatzmethode) can/should be applied

Must Have

► Set-up and organization of an accounting system as :

► Compilation of basic documentation □ □

► Preparation of accounts □ □

► Organizing flow of vouchers and receipts □ □

► Definition of accounting guidelines □ □

► Set-up a payroll system □ □

► Breakeven analysis □ □

Nice to have

► Implement a cost accounting structure □ □

► Regular checks of liquidation in regards to future payments □ □

► Use a controlling cockpit in your internal reportings □ □

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Must Have

► determination of capital requirements over the next 12-24 months □ □

► Secure financing (equity, mezzanine, debt etc.) over the next 12-24 months □ □

► Determination of sources of funding (family, individuals, business angels, venture

capitalists, private equity, banks etc.) □ □

► Composition of a sound financial business plan and projections with income statements,

balance sheet and cash flow statements □ □

► Insights into your pre- and post-money valuation in investor rounds □ □

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Must Have

► Organizational Regulations □ □

► Compliance with respect to social security duties as e.g. regarding □ □AHV/IV/ELV/ALV/BVG

► Employee benefits institution □ □

► Analysis of liability risks and reasonable measures to prevent or minimize liability risks □ □

► Legal protection of IP □ □

► Knowledge in the field of minimum labour law requirements as e.g. notice periods, □ □

vesting periods, wage continuation requirements, maximum working hours,

overtime/extra hour premium, break regulations, timekeeping, holiday entitlement

► Proper wage statements □ □

► Exceptional permits if required □ □

Nice to have

► Detailed employment regulations (e.g. code of conduct, bonus plans, working time, □ □

time recording, expenses, global mobility etc.)

► Appropriate and legally compliant contractual basis with investors, banks, business □ □

partners, suppliers, producers, insurance companies

► Review of contracts by lawyers □ □

► Shareholders agreement if adequate □ □

► General terms and conditions for business purposes if required □ □

► Management participation programs if required □ □

► Analysis if daily benefits insurance could be favourable □ □

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Must Have

► Deadline monitoring

► Filing of annual corporate income tax return □ □

► Filing of WHT tax return in case of dividend distributions resp. if balance □ □

sum exceeds CHF 5 Mio.

► Payment of tax invoices □ □

► Duty to pay wage tax for certain groups of employees (e.g. employees □ □

without c-permit or cross-border commuters, weekly residents without

tax residency in Switzerland)

► Quarterly filing of VAT Returns in time or □ □request of an extension of the deadline

► Quarterly payment of VAT to avoid late payment interests □ □

► Notification of capital contribution reserves to the tax authorities □ □

► Registration as Swiss securities dealer if necessary □ □

► Check whether reduced VAT rate/tax exemptions are applicable □ □

► Subsequent input tax deduction according to art. 32 VAT Act. □ □

► Issuance of VAT compliant invoices according to art. 26 VAT Act. □ □

► Check whether VAT registration abroad is required □ □

► Review of the valuation of securities for wealth tax purposes □ □

► Awareness that the Startup might create a permanent establishment in other □ □

cantons resp. other countries

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Must Have

► Updating and annual closing of accounts:

► Compilation and filing of vouchers □ □

► Providing accounting guidelines and entering, e.g. bank statements, □ □debtor invoices, creditor invoices etc. Organizing flow of vouchers and receipts

► Data compilation for annual closing of accounts □ □

► Definition of accounting guidelines □ □

► Processing and booking of closing accounts vouchers □ □

► Account reconciliation □ □

► Preparation of provisional annual accounts including details □ □

► On a monthly basis

► Pay slip for each employee □ □

► Salary payments, including respective documents □ □

► Individual salary account administration for each employee □ □

► Provision of booking vouchers for payroll accounting □ □

► Periodic

► Social insurance contribution accounting (AHV, ALV, FAK, □ □maternity insurance, BVG, UVG, supplementary UVG insurances, etc.)

► Annual salary reporting to the social insurance and pension fund authorities □ □

► Accident insurance, sickness insurance and military service □ □

reimbursement reporting, including accounts controlling

► Tax-at-source accounts □ □

► Compilation of salary statements □ □

► Payroll correspondence (salary adjustment notifications, etc.) □ □

► Reporting for foreign nationals entailing the payment of tax at source □ □

► VAT reconciliation of turnover □ □

► Reporting arriving and leaving staff to: retirement and survivor □ □

insurance (AHV), family benefit (FAK), pension plan (BVG) and other social insurances

Nice to have

► Vacation and overtime surveillance □ □

Must Have

► Analysis of appropriate financing solutions □ □

► Right IT solutions □ □

Nice to have

► Appropriate online presence □ □

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One Award.One Program.One Mindset.

The EY Entrepreneur Of The Year is the world’s largest and most prestigious award for

entrepreneurial achievements. It is the gateway to a community that has been steadily

growing all over the world for 30 years.

The “Emerging Entrepreneur” category covers start-ups from across the globe, providing

them with a platform for achieving international success.

You can find more information on www.eoy.ch.

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Your contacts in Switzerland

Martin Huber

Executive DirectorTAX, Business Tax Advisory (BTA)EY Bern

Phone +41 58 286 6120martin.huber@ch.ey.com

Maja Krapf

PartnerLegal ServicesEY Zurich

Phone +41 58 286 4328maja.krapf@ch.ey.com

Marc P Gugger

Senior ManagerLegal ServicesEY Berne

Phone +41 58 286 6190marc.gugger@ch.ey.com

Philipp Keiser

ManagerAccounting Compliance & ReportingEY Berne

Phone +41 58 286 6796philipp.keiser@ch.ey.com

Hannes Schobinger

Executive Director, lic.oec.publ.Transaction Advisory Services –Valuation & Business Modeling EY Bern

Phone : +41 58 289 4291 hannes.schobinger@ch.ey.com