The Share Capital in Switzerland
The Share Capital in SwitzerlandUpdated on Monday 23rd March 2020
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The main types of companies in Switzerland are the stock corporation or the public limited liability company (AG/SA), the private limited liability company (GmbH) and the partnership. Both types of Swiss stock corporations and the private limited liability company require a minimum share capital in order to start operating. Foreign investors who are interested in setting up a company here can receive assistance from our team of Swiss lawyers on the requirements imposed for each type of company available in Switzerland.
The limited liability company (GmbH) in Switzerland
The Swiss limited liability company (GmbH) requires a minimum share capital of CHF 20,000 and it is a type of business form usually preferred by small enterprises because it requires only a natural person as a shareholder; however, more shareholders can associate in the company, if they wish to do so. The company is not required to appoint a board of directors or auditors, but it is necessary to appoint an executive director, who must a resident of Switzerland. When incorporating the Swiss limited liability company, the minimum share capital must be fully subscribed and at least half of must be placed in a bank account. The capital contribution can be made in cash or contributions in kind; our team of Swiss attorneys can offer assistance for the incorporation of a limited liability company.
The stock corporation (AG) in Switzerland
The Swiss stock corporation is a business form that requires at least one person or legal entity that shouldn’t necessarily be Swiss residents, and it can have an unlimited number of shareholders. The minimum share capital for a stock corporation in Switzerland, also called capital stock, is CHF 100,000. The share capital must be totally subscribed but at least 20% of the capital (at least CHF 50,000) must be paid at the date of the incorporation. The shares can be issued as registered or bearer shares and minimum value of shares is CHF 0.01.
A Swiss corporation can issue registered shares if at least 20% of their nominal value has been paid up front. Bearer shares can be issued if their whole par value has been paid.
The Swiss corporation can be divided into holding companies that offer tax benefits at federal and cantonal level and domiciliary companies that have a registered office in Switzerland, while the headquarters is operating in another country. Swiss mixed companies are a combination between holding and domiciliary companies with tax benefits at federal and cantonal level.
An important aspect referring to the stock corporation is that the foreign investors are allowed to invest in this type of company, as there are no restrictions imposed to foreigners. However, it is necessary to have a Swiss resident as a director. If the company will have more than one director, the directors’ majority should be comprised of Swiss nationals.
Shareholders investing in a stock corporation should meet at least once a year to discuss upon the financial and administrative matters of the company.
The Swiss public limited liability company (AG) and the limited liability company (GmbH) are two of the most common types of companies in Switzerland.
Businessmen who to open a company in Switzerland and who need legal advice on the most suitable option can contact our Swiss law firm.