Swiss company formation — establishment and procedures
Switzerland warmly welcomes foreigners who want to establish a company in the country. Depending on the company type, the requirements for taxation and documentation as well as certain legal procedures may vary in different cantons. The general law for companies in Switzerland is the federal law written in the Code des Obligations.
General requirements for Swiss company establishment
Swiss company formation takes approximately between one and two weeks to establish either an AG or a GmbH . There has to be at least one shareholder and one director. Also, a local director is required. However, there is no need to appoint a company secretary. The corporate tax rate normally varies between 8% and 30%, depending on the canton. For both cases there is no need to disclose the beneficial owner, while the government register of directors is compulsory.
Types of Swiss company
There are a few types of company that an individual can establish in Switzerland
- Gesellschaft mit beschränkter Haftung (GmbH)
A GmbH is a type of limited liability company, common in German-speaking countries like Austria, Germany and Switzerland. It has to be formed with a minimum of one shareholder and the share capital has to be not less than CHF20,000. With such a company, the liability of the members is limited according to their contribution to the capital. In a GmbH company, bearer shares are not allowed. At least one of the directors is required to have Swiss resident status and the management is approved at the shareholders’ meetings, where at least one director ought to be present as well.
- Aktiengesellschaft (JSC)
This stands for stock corporation, and at least one shareholder is required for this company to be established with a starting capital of CHF100,000. As in a GmbH, the liability of the shareholders is also limited according to the contribution of the shareholders to the capital. The manager is approved in the same way as in a GmbH, by the board of managers and shareholders. It has to be considered that the managers ought to be Swiss residents. In the case of a stock corporation company, bearer shares are allowed, if the share capital is fully paid up. Another similarity with a GmbH foundation is that the disclosure of the beneficial owner is not necessary. However, unlike a GmbH, the government register of shareholders is not required , while it is obligatory in the case of a limited liability company.
- Unlimited liability company
Another option for those willing to establish a company in Switzerland is sole proprietorship. The founder of this type of company will be fully liable for the obligations of the company. There is no need to register with the Trade Register until the annual turnover count is over CHF100,000. To form such a company, at least two members with the same economic purpose, united under the same name, are required. The members do not have to contribute a minimum share capital. However, they will have unlimited liability for the entity’s debts.
Company formation procedure in Switzerland
Firstly, a unique name has to be chosen for the company, following the aforementioned bank account opening procedure. Then, a public notary has to notarize both corporate and personal signatures as well as the public record of the entity incorporation. The next steps will be filling in few forms and registering with the Commercial Register of Switzerland in order to obtain a legal personality for the company. Another thing to consider is registration for tax services, which is not compulsory for certain companies. One of the final steps would be registering the company employees for social security, which means disability insurance, retirement pensions and other important considerations.
Our company, Goldblum and Partners, will gladly advise you on any issue concerning company formation in Switzerland and assist you with all the necessary procedures and formalities.