Commercial Law in Switzerland
Commercial Law in SwitzerlandUpdated on Monday 23rd March 2020
based on 1 reviews.
Characteristics of the Swiss Commercial Law
The Company Law in Switzerland is part of the federal law and is encompassed in the French Code of Obligations.
The Swiss Commercial Law regarding company structure is a federal law and applies the same in all cantons, but there are regulations about taxes that are applied at cantonal level.
Types of companies in Switzerland according to the Company Law
The limited joint stock company (Aktiengesellschaft, AG) is the most common type of company in Switzerland and requires a minimum share capital of 100,000 CHF. Another requirement for the Swiss stock corporations is that it must have at least a shareholder and a national director. The stock corporation in Switzerland can take various business forms:
- Swiss holding companies that usually benefit from tax deduction depending the canton they were set up in;
- Domiciliary companies with registered offices in Switzerland but with the management board in a foreign country;
- Mixed companies with tax deductions at both federal and cantonal level, if the company is foreign owned and 80% of its profits come from foreign sources.
The Swiss limited liability company requires a minimum share capital of 20.000 CHF and a sole shareholder that must be a Swiss resident. The limited liability company, as the stock corporation, is flexible about its incorporation form and can be registered as:
- A sole proprietorship with an unique owner. This type of enterprise requires an annual turnover of 100.000 CHF and is usually employed by freelancers.
- A general partnership made up of two or more partners that will be held liable for the partnership’s obligations.
- The limited partnership made up of at least two Swiss residents, in which one of them is a general partner fully liable for the company’s obligations and the other one with a limited liability.
Taxation applied to companies in Switzerland according to the Commercial Law
Swiss companies are subject to corporate taxes on profits and capital. The profit tax is set at federal level and it was established at 8.5% or at cantonal level and varies depending on the net profit the company has declared in its income statement. The capital tax is set at cantonal level and varies, depending on the equity of the company. The Swiss VAT is set at 8% for most services and goods, but there are also reduced rates for food, pharmaceutics, printed materials and others. The federal withholding tax is levied on dividends, interests and other gains and its value is 35%.
According to the Commercial Law in Switzerland companies are subject to other taxes as stamp duties and border duties, but in order to avoid double taxation, Switzerland has a wide network of double taxation treaties with other countries.