The Limited Liability Company in which two or more persons or companies come together in a new company. No audit is required of GmbH/Sarl annual accounts.

• The share capital will be CHF 20,000;
• A resident director is required, not necessarily a Swiss national. We can provide your company with the Swiss resident director if needed;
• Company incorporation is relatively easy in Switzerland, although the company statutes need to be signed in front of a notary.

Company formation in Switzerland services include:

• Payment of Notary fees, Federal Commercial Registry Office fees and Cantonal Commercial Registry fees;
• Company name check and approval by the Federal Commercial Registry Office;
• Drafting of articles of incorporation / statutes;
• Drawing up “Stampa” and “Lex Friedrich” declarations;
• Preparation of registration forms;
• Assistance with corporate bank account;
• Instructing a notary;
• Drawing up of notarised deed of incorporation;
• Arranging for a preliminary examination by the Cantonal Commercial Registry;
• Organizing the foundation meeting with the notar.

After the establishment of the company:

• Drawing up the final application for registration at the Cantonal Commercial Registry;
• Arranging for the bank to release the paid in amount;
• Delivery of notarised certificate of incorporation;
• Delivery of notarised articles of incorporatio.

Time to open a company:

• Company name check with the federal business registry : 1 day;
• Prepare the document and meet with the public notary : 3 days (can be done within the time the name check is done);
• Once the document are signed before the public notary, the company can begin his activity. To be registered with the cantonal business registry, it will takes about 10 days.

Company Name clearance

Company name clearance is advisable but not obligatory.

Following notorisation of documents, the name must be entered in the commercial registry of the appropriate Canton.

Depositing share capital

CHF 20,000 CHF is placed in a bank during the incorporation and the notary needs to see the certificate of deposit.

Once the company is registered, this money is free to be used.

Notarial work

Draft the Articles of Association in the presence of a notary public.

The notary public notarises the personal and corporate signatures on the application form and authenticates the articles of association and the public deed of incorporation.

The Stamps Declaration Form and Lax Friedrich declaration Form are necessary documents for incorporation.

Other processes

Three more processes are done, before the company is ready to trade:

• Presenting documents to the Commercial Registry;
• Payment of stamp duty;
• Registry with the tax and social security authorities.

Company registration in Switzerland

• There are no restrictions on your company name (the uniqueness of your name must be verified by the Federal Commercial Register).
• The time it takes to incorporate is 10 - 14 days
• A registered office is required for incorporation.
• Annual meetings can be held anywhere in the world.

Company formation in Switzerland - AG, Legal and Taxation Aspects

Company Type:	Aktiengesellschaft (AG) (Public Limited Company)
Name:	Any name can be chosen provided not already in use according to Swiss commercial register. References to commercial activities must reflect the actual business of the company.
Capital:	Minimum of 100 000 CHF, whereby half of each share must be paid up before incorporation.
Shares:	Bearer and/or registered shares (some of which can also be issued as participation certificates - without voting rights).
Shares Index:	Yes, for registered shares.
Registered Agent Requirement:	No
Registered Headquarters:	Anywhere in Switzerland.
Entry in the Public Register:	Article of incorporation must be publically registered and following incorporation the company must be entered in the commercial register.
Shareholders:	Minimum of 3 shareholders, natural or legal persons - also foreign natural persons
Directors:	Board of Directors: one or more persons the majority of members must be resident in Switzerland and have Swiss citizenship or be EU/EFTA nationals with a registered domicile in Switzerland.
Auditor:	Yes, an auditor's report is mandatory. At least one auditor must have a registered domicile in Switzerland.
Incorporation Period:	Up to 2 weeks
Disclosure of Beneficial Owner:	No
Disclosure of Shareholders:	Yes, registered shareholders.
Disclosure of Directors:	Yes, board of directors.
Trading Restrictions:	Yes, some commercial activities must be authorised.
Taxation:	Federal taxes, cantonal tax and municipal taxes must be paid. The Zug region has the lowest taxation rate. Holding companies have tax advantages: 8.5% federal tax on profits, no cantonal tax on capital gains, 0.0075% tax on company joint capital. Operating companies: 8.5% federal tax on profits, 4%-7% cantonal tax - income-based, 0.05% tax on company joint capital. Dividends are subject to a 35% withholding tax - a refund is possible according to certain dividend refund provisions.
Double Taxation Agreements:	Yes
Financial Statements:	Yes
Tax Returns:	Yes
Accounting:	Yes
Annual Reports:	Yes
Formation Costs:	All prices here
Annual Running Costs:	All prices here

Company formation in Switzerland - GmbH, Legal and Taxation Aspects

Company Type:	Gesellschaft mit beschr?nkter Haftung (GmbH) (Limited Liability Company)
Name:	Any name can be chosen provided not already in use according to Swiss commercial register. References to commercial activities must reflect the actual business of the company.
Capital:	Minimum of 20 000 CHF
Shares:	minimum nominal value of the shares CHF 100.00. Shareholders may hold more than one share.
Shares Index:	No (Partners must always be entered in the commercial register.)
Registered Agent Requirement:	No
Registered Headquarters:	Anywhere in Switzerland.
Entry in the Public Register:	Article of incorporation must be publically registered and following incorporation the company must be entered in the commercial register.
Shareholders:	Minimum of 2 persons (natural or legal); Sole proprietorship possible.
Directors:	Managing Directors: no limitations on foreign nationals only one authorised signatory must have a registered address in Switzerland managing directors do not have to be GmbH partners.
Auditor:	No, auditing optional.
Incorporation Period:	Up to 2 weeks
Disclosure of Beneficial Owner:	No
Disclosure of Shareholders:	Yes, partners' names must be entered in the commercial register.
Disclosure of Directors:	Yes, managing directors.
Trading Restrictions:	No
Taxation:	Federal taxes, cantonal taxes and municipal taxes must be paid. The Zug region has the lowest taxation rate. Holding companies have tax advantages: 8.5% federal tax on profits, no cantonal tax on capital gains, 0.0075% tax on company joint capital. Operating companies: 8.5% federal tax on profits, 4%-7% contonal tax - income-based, 0.05% tax on company joint capital. Dividends are subject to a 35% withholding tax - a refund is possible according to certain dividend refund provisions.
Double Taxation Agreements:	Yes
Financial Statements:	Yes
Tax Returns:	Yes
Accounting:	Yes
Annual Reports:	Yes
Formation Costs:	All prices here
Annual Running Costs:	All prices here

General Information about Switzerland

Area:	41 293 sq km
Capital:	Bern
GDP per capita:	40 000 Euro
Unemployment Rate:	3,9%
Population:	7,4 Million
Language:	German, French, Italian, Rhaeto-Romanic
Currency:	Swiss Franc (CHF)
Rate of Inflation:	0,8%
Political Risks:	None
Cost of Living:	Among the highest in Europe
Communications:	Good
Residence Permit:	Since the introduction of a bilateral agreement between Switzerland and the EU on 01.06.2002, EU nationals can become residents.
Legal System:	The Swiss Civil Law of 1907 and the Obligation Law of 1911, which comprises the law on trading companies.
Exchange Control:	Does not exist; all currencies can be traded freely.
Patent Law:	Patent law of 1956 with additions
Tax Information Exchange Agreement:	None, with the exception of USA: Legal support in relation to tax offences using money from organised crime.