Open a Representative Office in Switzerland

Updated on Tuesday 11th January 2022

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Switzerland is a very important European economy, but it is necessary to know that the state is not a member of the European Union (EU). However, many laws applicable here are similar with the ones established in the member-states of the EU and foreign investors have many business opportunities, sustained by many regulations and agreements signed between Switzerland and other countries. Those who want to establish a business presence on the Swiss market should know they can set up a representative office through which several operations can be carried out, except those referring to commercial activities. Our team of Swiss lawyers can assist foreign businessmen with an in-depth presentation on the main functions of the representative office.

Foreign companies setting up representative offices in Switzerland

The liaison office is one of the legal forms a foreign company can employ in order to prospect the Swiss market. Compared to the branch and subsidiary, it has both advantages and disadvantages.

Among the advantages of a Swiss representative office, we mention the following:

it is simpler to set up compared to the other two business forms;
the foreign enterprise can also hire staff in its office;
it does not need undergo registration with the cantonal office of the Trade Register;
it is not subject to taxation, however, it is liable to payment of other fees.

When it comes to its disadvantages, these are mostly related to the activities of the liaison office. The most important aspect about it is that it cannot engage in commercial or trading activities, nor can it supply any type of service on the Swiss territory. The representative office can be regarded as a contact point through which the foreign company can:

prospect the market in order to see if it fits its products or services;
establish business contacts with potential partners;
represent a contact point for prospective clients.

The liaison office is an excellent marketing tool through which foreign enterprises can present their goods or services. If you are interested in creating such an entity, our lawyers in Switzerland can help you.

The purpose of the representative office in Switzerland

Businessmen who are interested in the Swiss business environment can enter the local market through a representative office (also referred to as a liaison office), which is a type of entity set up for non-commercial purposes.

The liaison office has a special status under the Swiss law. It is important to know that a representative office does not possess a legal entity and that it is governed by the rules and regulations imposed under the domicile legislation. Liaison offices can be set up by both foreign legal entities and non-governmental organisations.

The office does not need a different trading name than the one of the parent company and in the situation in which the office set up in Switzerland may experience financial issues, the parent company will be liable for such debts; our team of Swiss attorneys can offer more details on how to register a representative office here.

Required procedures when setting up a liaison office in Switzerland

A liaison office is not required to perform the standard procedure applicable to commercial companies set up in Switzerland.

The minimum requirements are the following:

• the appointment of a representative;

• declaring the existence of the office;

• complying with the regulations of the Swiss social insurance system (as the office is allowed to hire personnel).

Do not hesitate to get in touch with our Swiss law firm for assistance in setting up any of the two types of entities.

Documents for opening a Swiss liaison office

A foreign company setting up a liaison office in Switzerland must file a notification form or declaration of existence, alongside proof of local address, but also its constitutive documents in order to conduct their operations here. Also, the appointment of the local agent must be done through a resolution of the directors.

If you want to create a representative office in Switzerland, you can choose any of the cantons, however, you must consider that local rules apply. For this purpose, we recommend you use our legal services for tailored support.

Appointing a local agent for a representative office

Even if it is possible to appoint more agents, a Swiss representative office only needs one agent to act on behalf of the foreign company. However, there are several important aspects to consider in this sense. Among them:

the local agent can be a natural person or company;
in the case of a natural person, he/she must be registered for taxation purposes in Switzerland;
if the local agent is a foreign citizen, a Swiss work and residence permit must first be obtained;
in the case of corporate agents, these steps can be skipped, as there are domestic companies that provide such services.

As a matter of fact, Switzerland is home to many entities providing various fiduciary services and foreign companies or investors can also obtain nominee services, and thus benefit from specialized support in their administrative tasks.

Our Swiss lawyers can provide the necessary details about such services. We are also at your disposal with various notary services.

Hiring employees

The representative office is allowed to have employees that can complete various tasks. In practice, however, due to the limitations imposed by the law, foreign companies do not have local employees, as most of the administrative work is done by the local agent. Also, when the agent is dispatched from the head office, a residence work permit must be obtained, hence the agent becomes an employee who must be registered for social security.

What should be noted is that foreign companies seeking to operate in Switzerland usually choose to register branches, however, after the branch, the liaison office is the most employed option.

Once the liaison office has completed its mission, it can be converted into a branch office, hence the connection between them. The procedure is simpler and implies for the converted entity to register with the Trade Register and for taxation and VAT purposes.

Taxation of liaison offices in Switzerland

Even if the representative office is not required to register with the Swiss Tax Administration, as it not subject to the corporate tax, it must pay the property tax if the parent company purchases office buildings, as well as other municipal taxes, as established at a local level.

When it comes to taxation, here are the most important taxes in Switzerland:

the corporate tax which is levied at three level, with the federal rate established at 8.5%;
the VAT which has a standard rate of 8%;
the property tax which varies from 0.1% to 0.15% of the value of the property.

Businessmen interested in receiving more details on how to register a representative office in Switzerland can address to our Swiss law firm for legal representation.