Company Registration in Switzerland
Company Registration in SwitzerlandUpdated on Tuesday 31st March 2020
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What are the types of companies I can register in Switzerland?
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 a minimum number of two shareholders which is very advantageous for small or medium enterprises started by businessmen who want to have limited responsibility restricted to their financial contributions. The company will also need to appoint a manager.
The company must hold an annual general meeting in which decisions regarding the business are taken by the company’s representatives. Our team of Swiss lawyers can assist local and foreign investors with in-depth information concerning the registration of a limited liability company; our lawyers have an extensive experience regarding the registration regulations available for all types of Swiss legal entities and can help investors in deciding which company type is more suitable to their investment plans.
The following video offers a short presentation on the registration of a Swiss business:
For entities owning a larger amount of capital and which require 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. Our team of Swiss lawyers can provide further information concerning the legal differences between these two business forms and can help you open a company in Switzerland.
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 manner 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 who has rights and responsibilities in the limit of the 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. This business form benefits from simple registration and accounting procedures and it is important to know that there is no legal distinction between the owner and the company, thus making the investor fully liable with his or her personal assets for the debts associated with the sole trader.
What are the steps for incorporation of a company in Switzerland?
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 complete other requirements, which can be detailed by our team of Swiss lawyers:
- • sign the company’s articles of association in front of a public notary in Switzerland;
- • authenticate the company’s incorporation documents and memorandum of association;
- • notarize the company’s representatives and corporate signatures on the application form;
- • register the legal entity for taxation purposes, as well as for social security.
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 VAT registration in Switzerland represents the next step and the registration of the employees with the social insurance system (at the federal and cantonal authorities) will be the last legal requirement for opening a legal entity in this country.
What is the minimum share capital of GMBH and AS in Switzerland?
The Swiss limited liability company (Gesellschaftmitbeschränkter Haftung) must provide minimum share capital of at least CHF 20,000 during the registration, while the founders of a Aktiengesellschaft (stock corporation) must provide at least CHF 100,000. Half of the minimum share capital required for the latter legal entity has to be deposited upon incorporation.
What documents are necessary for starting a company in Switzerland?
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.
What are the formalities a company must fulfill once incorporated?
Once the Swiss Companies Register issues the certificate of incorporation, the company must also register for VAT and for taxation purposes. Companies registered in Switzerland are required to file annual financial statements, following the accounting procedures applicable here. 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.
How quickly can I incorporate my company in Switzerland?
A Swiss company can be incorporated, if the documents are properly submitted and if the minimum share capital is provided, in approximately three weeks. Our law firm in Switzerland can offer legal assistance during the entire procedure and may advise on any other legal matter that may arise during this period of time.
How can our Swiss lawyers assist during the registration of a company?
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. Our team of Swiss lawyers can offer a wide range of legal services, but some of the most common services that are provided during the registration of a business are the following:
- • drafting the incorporation documents – limited liability companies have to prepare the articles of association, while businesses set up as partnership will need to conclude a partnership agreement;
- • registering for taxation – a procedure which can vary depending on the legal entity of the company (sole traders follow a different tax scheme than the one applicable to other business forms);
- • applying for special licenses and permits – most of the businesses will have to obtain a certain type of license and differences can appear depending on the type of activity developed here;
- • tax minimization solutions – companies are entitled to tax minimization schemes in certain conditions;
- • opening corporate bank accounts – our Swiss lawyers can provide information on the documents that are requested by local banks;
- • business consulting – our lawyers can help investors grow their business by offering solid advice based on the local legislation addressed to companies.
Please contact our Swiss lawyers for more details regarding the registration procedure of companies residing in Switzerland. Our law firm in Switzerland can also provide advice on how to obtain a residence permit in this country and can offer information on how to expand a business on the local market through a subsidiary or a branch office. Furthermore, we can put you in contact with our partners in case you need legal or corporate services in another jurisdiction, for example in Denmark or in Slovenia.