Foreign and local investors can choose from the following types of Swiss legal entities: limited liability companies, stock companies, sole proprietorships, limited partnerships and general partnerships.
A Swiss limited liability company must have at a minimum number of two shareholders which is very advantageous for small or medium enterprises started by businessmen who wants to beneficiate from limited responsibility restricted to their finaical contributions. The company will also have a manager.
The company must hold an annual general in which decisions regarding the business are taken.
For entities owning a larger amount of capital and requires a higher credibility on the market it is recommended to open a Stock Corporation in Switzerland. For this, at least three founders must draft the deed of incorporation and even though the major decisions are taken by the general meeting of the shareholders the day-to-day management of the company is carried by a board of directors, supervised by a committee of supervisors.
The main difference between these two forms of business is that the shares of a limited liability company cannot be freely traded on the market, while the stocks of a joint stock company can be transferable to the public through the Stock market.
Two or more partners can form a general partnership or a limited partnership in Switzerland with the main advantage that no minimum capital is required for registration. The incorporation of a partnership is made based on an agreement signed by the partners. The general partnership is formed by members liable in the same measure for the entity’s actions and with the same rights to decide the strategies for it while the limited partnerships are formed by at least one general partner with full responsibilities and rights in the entity and at least one silent partner with its rights and responsibilities depending on its contribution in the entity.
The sole proprietorship is a rare form of business, opened by a single individual who carries full responsibilities for the entity’s actions.
In Switzerland the process of company incorporation begins with opening of a bank account and depositing the paid-up capital. This bank will issue a receipt for the amount, necessary in order to register the company. After this step, it’s necessary to:
These notarized articles, along with the bank receipt are deposited at the local commercial register for obtaining the status of legal entity. A stamp tax must be paid, process which can be performed at a bank or at a post office.
The German limited liability company (Gesellschaftmitbeschränkter Haftung) must provide at least 20000 CHF at registration while the founders of a Aktiengesellschaft (Stock Corporation) must provide at least 100000 CHF.
In order to incorporate a Swiss company, the investors must provide the authenticated articles of association and a declaration of non-investment in kind or chattels or founders’ privileges (the Stampa Declaration Form) and a permit for foreigners to purchase real estate (Lex Friedrich Declaration Form) the last one only if applicable. Besides those, the entity must prove that the initial capital was paid.
Once the Swiss Companies Register issues the certificate of incorporation, the company must also register for VAT and for taxation purposes. Swiss companies are required to file annual financial statements. Also, depending on the type of activity carried out, certain businesses must obtain special licenses or permits. The last step will be to register the employees for social security and insurance.
Our lawyers in Switzerland can help foreign entrepreneurs wanting to register a company in various cantons of the country such as Zug, Geneva and Zurich. Among the legal services provided by our Swiss lawyers are: