Open a Company in Switzerland
Open a Company in SwitzerlandUpdated on Wednesday 11th May 2022
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How easy is it to set up a business in Switzerland?
Starting a business in Switzerland doesn't imply a very complicated process, once the investors have the necessary capital for the registration of the company. If the investors are foreigners, there are no restrictions for starting a business here based on their nationality, but it will be necessary to obtain a residence permit; our lawyers in Switzerland can offer assistance on the registration of a Swiss business.
It is also important to know that the registration procedure is not limited to the company founder’s presence in the country. Most of the company’s registration steps can be completed by our team of Swiss lawyers, if the investors grant the power of attorney.
The process of setting up a company in Switzerland consists of six steps, which can be accomplished in a couple of days if all the documents are properly submitted and if the necessary share capital is deposited in a bank account before registration. Our team of Swiss lawyers can provide legal advice on all the steps that have to be followed in order to open a company in Switzerland and can also help you open a bank account in Switzerland. If you are interested in starting a business in a different country, for example if you want to open a company in Ireland, we can put you in contact with our partners.
|Applicable law|| |
| Available legal entities |
|sole proprietorship, general/limited partnership, limited liability company, stock corporation, branch office, liaison office, subsidiary|
Minimum share capital
|CHF 20,000 for private companies, CHF 100,000 for stock corporations|
|Minimum number of shareholders|| |
|Minimum number of directors||1 for private companies, 3 for stock corporations|
|Resident director required (YES/NO)|| |
|Local bank account required (YES/NO)|| |
|Local legal address required (YES/NO)||Yes|
|Special requirements for foreign investors (YES/NO)||YES, visas, employment or residence permits must be obtained by investors who want to live in Switzerland|
|Possibility to hire local staff (YES/NO)||YES, in accordance with the Swiss Employment Law|
|Incorporation timeframe (approx.)||Approx. 1 month|
|Corporate tax rate||8.5% standard rate applicable at federal level, cantonal taxes apply at various rates|
|VAT rate||7.7% standard rate|
|Access to double tax treaties for foreign investors||Yes|
|Business incorporation services (YES/NO)||Yes|
What types of companies are available in Switzerland?
Foreign businessmen can set up one of the legal entities that are prescribed by the country’s national legislation. Businessmen who would like to open a company in Switzerland as non residents, should know that the most common business forms that are registered in this country are the limited liability company and the public limited company, but investors may also register one of the following legal entities:
- sole trader – it is the simplest business form available under the Swiss legislation and it may be set up by a single businessman who works in his or her name, provided that the respective person has a Swiss residency;
- general partnership – it must be set up by at least two business partners, who can be foreigners, but only in the situation in which they have obtained their residence in this country;
- limited partnership – it resembles with the general partnership, the main difference being that one of the founding partners has limited liability;
- subsidiary – one of the ways through which a foreign company can expand on the local market;
- branch office – it can also be employed by a foreign company, with the mention that the branch office is a dependent business structure to its parent company.
How can an investor register a Swiss partnership?
As presented in the list above, foreign investors can register various types of partnerships in this country, as long as specific formalities are met. Our team of Swiss lawyers can advise on all the procedures involved for the registration of a partnership, depending on its type. Foreign investors who intend to open a company in Switzerland as a partnership should know that the main regulations referring to this company type can be observed in the Swiss Code of Obligations, which stipulate two main types of partnerships, the limited and the general partnership.
One of the basic aspects of a Swiss partnership is that the business form does not represent a corporate body, which means that in this case it must be registered only by natural persons. In order to operate a Swiss business through a partnership, its founders must register it with the Commercial Register, regardless of its type.
The general partnership is a structure that is usually selected for registration when developing a small business; the general partnership’s trading name has to include the family name of one of the partners and it may also include the type of business venture for which the partnership is set up.
An advantage investors have when starting a business in Switzerland as a general partnership is that they do not need to subscribe a minimum share capital, but investors should be aware that they will be responsible for the company’s liabilities. Besides this, over time, investors can add additional business activities if they want to enter new types of operations and they can even increase the number of partners.
Since the partnership is set up with the purpose of developing commercial activities, it is also liable to taxation and to VAT registration in Switzerland; however, the tax system applicable in this case is charged at a personal income level, which means that the partners will be liable for taxation and not the structure itself. The registration with the tax authorities must be done if the company’s annual turnover is above CHF 500,000 and our team of lawyers in Switzerland can provide information on the formalities that have to be completed in this case. They can definitely help non residents open a company in Switzerland and they can provide many other business related services.
What are the requirements for starting a Swiss corporation?
The Swiss corporation, or the joint stock company, is a common way for carrying a business activity in Switzerland. It represents a separate legal entity, that must have a board of directors. The board of directors can be represented by persons who have foreign nationality or residency, as long as at least one of the directors is a Swiss resident.
This business form is addressed to large companies and this is why it has a high capital requirement, of CHF 100,000. It is necessary to deposit at least 50% of the company’s capital upon its incorporation, while the rest must be deposited after the incorporation, in a given period of time. In order to open a company in Switzerland as a joint stock company you should be prepared for waiting approximately 2-4 weeks. The types of documents that will be required during this period of time can be presented at length by our Swiss law firm.
How easy is to hire personnel in Switzerland?
Before starting a business in Switzerland you should know some basic details related to hiring personnel in this country. Recruiting personnel in Switzerland is usually made by hiring a recruitment agency or placing adverts in national newspapers and/or on the internet. With high standard living conditions, Switzerland may seem as an appealing location for the individuals looking for jobs. That’s the reason why the unemployment rate in Switzerland is generally lower than in its neighboring countries.
Although the country is not a member state of the European Union (EU), it has very good relations with the European Community and provides a national legislation that is compatible with the EU law; thus, it is very easy for Swiss companies to find suitable candidates for the vacant jobs in all the EU countries.
While the nationals from the EU countries may work freely in Switzerland, people from outside the EU must apply for the appropriate residence and work permits. There are many recruitment agencies active in Switzerland, international and national, and our team of Swiss lawyers can provide in-depth advice on the employment regulations applied here and can help you open a company in Switzerland as fast as possible.
The following video offers a short presentation on the registration of a Swiss company:
What are the main points of interest for foreign investors in Switzerland?
Switzerland is famous for its service system based mostly on the banking sector. Numerous investors set up a Swiss bank account, given the fact that the country offers a high level of confidentiality and attractive conditions.The insurance sector also occupies an important place in the Swiss economy.
Beside the banking and insurance sectors, Switzerland has a very developed tourism industry, as many foreigners choose to enjoy their holidays here. The electronics, the manufacturing of IT, high-tech equipment and biotechnology are the main strengths of the industry. Besides this, the pharmaceuticals, the real estate and the health sectors are also suitable for investment purposes.
Switzerland has a very high standard of living and a wealthy economy, with a high GDP and a low unemployment rate, which makes this country very attractive for business purposes. At the same time, Switzerland has a very developed trading activity, its main partners being countries such as Austria, Germany, Netherlands, Luxembourg, the United Kingdom (UK) and France and our team of lawyers can offer more details and can assist you in the process of starting a business in Switzerland.
What are the advantages of a holding company in Switzerland?
Swiss holding companies have certain incomes (dividends, capital gains and liquidation dividends) exempt from the federal corporate income tax, if some conditions are accomplished, such as having capital obtained from gains from the disposal of shares held for more than 12 months and representing at least 10% of the company’s shares with voting rights attached.
Also, the dividends must be received from a subsidiary of which at least 10% of the nominal share capital is held by the Swiss holding company or if the shares have a market value of at least CHF 1 million. Another advantage is the valued added tax (VAT) refund granted to the holding companies.
The vast network of double tax treaties signed by Switzerland with numerous contracting states assure foreign investors that their profits won’t be charged in the country of origin; more importantly, the businessmen in Switzerland can benefit from reduced or exempted withholding taxes on dividends, interests and royalties.
How long does it take to open a company in Switzerland?
The registration process of a Swiss company takes about 10 days to complete, as each step of the proceedings must be done separately. First the start-up capital that depends on the chosen type of company must be deposited in a bank account. The second procedure is drafting the Articles of Association with a Swiss law firm that may take around three days. The average time to receive the Incorporation Certificate from the cantonal Commercial Register is 3 days. Paying the stamp tax will also take another day and we must add to this two more days for VAT and social security registration in order to have the Swiss company fully operational.
How many companies are registered in Switzerland?
If you are thinking of starting a business in Switzerland, you should know that the Swiss business environment is a dynamic one, and this attracts numerous investors from around the world. Companies operating here are businesses incorporated in Switzerland or foreign businesses expanding on the local market through subsidiaries or branch offices (the country has a large share of foreign companies on its local market). Investors should know that the following apply:
- at the level of December 2016, the number of new registrations per 1,000 persons accounted for 4,308 companies;
- the number of registrations per 1,000 persons refers to those with an age between 15-64 years;
- the average value of 4,308 companies is measured for the period of 2006-2016;
- in 2006, the average number of companies incorporated in Switzerland per 1,000 persons accounted for 3,784, while the highest value was registered in 2014, of 4,549 companies;
- according to the data collected by the World Bank, in December 2016, new companies registrations accounted for a total of 24,135 businesses;
- the average yearly company registrations for the period of 2006-2016 stood at 23,587 businesses.
In case you want to know more details on how to open a company in Switzerland as a non resident, our team is at your disposal.
Is the Swiss sole trader a VAT payer?
The VAT is a tax that is charged on the provision of services or products in Switzerland. The tax is applicable to all companies in Switzerland and the rates vary based on the types of services or products the company offers. The sole trader becomes a VAT payer as long as its annual turnover is above CHF 100,000, in which case it must be registered with the Federal Tax Administration.
Those starting a business in Switzerland as a sole trader will be taxed based on the personal income tax system; in this case, the owner of the company will be registered as a self-employed person and our team of Swiss lawyers can detail the types of taxes that are applicable to this structure.
For more information on how to open a company in Switzerland for non residents, but also for residents, feel free to contact our Swiss lawyers. Our law firm in Switzerland will provide you with legal advice and consultancy tailored in accordance with your business needs.