I did not find the German Chapters 2 and 3 that you mentioned.
The Articles of Association ( Statutten in German) can impose additional duties, obligations, restrictions and liabilities on one or more named founders. By default there are no such obligations.
Apologies, I forgot to ad the second source:
http://www.eikag.ch/eikag/fachartg.htm
I refer to the second and third "chapters" there.
Nathu, Thanks for raising this important topic and the links.
The "facts" in the cited link are completely outdated (1997 !). Subsequently, the OR has been amended and a major revision of company law became effective 1st January 2008. The pertinent § in the SchKG is accordingly amended, too.
The LLC part-owners' insolvency liability is no longer listed in SchKG § 39. Those who like reading legal texts can study this:
http://www.admin.ch/ch/d/sr/281_1/a39.html
Personally, I favor LLC and was involved with founding several. I also had to liquidate one .
Apropos "bootnotes": There are plenty of traps to look out for! Whether "sole trader" or LLC, prospective entrepreneurs should seek specialist professional advice.
New entrepreneurs should also get an experinced entrepreneur to guide them. The specialists are like doctors: you go to them after the accident. But you need a guide to avoid the accident.
2. Can I be set up as a sole-trader as it is only going to be myself and charge my US employer on a monthly basis, pay employer as well as employee contributions.
Thanks very much in advance![/QUOTE]
No, this is considered evading proper employee/employer relationship. You might could get away with it for a while, but they will charge you and the employer afterwards back for the period you worked for them.
It's a bit easier with a GmbH, but its quite obvious that you not a real company. Its one of the problems we facing in this country as cheap labor from Eastern Countries make this "one man companies" to avoid social payments and expenses. I would not recommend to go this bogous way.
George