Foreigners can open a company in Switzerland without restrictions on ownership percentage, citizenship, or place of residence. The process is the same as for Swiss nationals, with two practical differences: a Swiss-resident director is required (typically satisfied via a nominee director service), and the banking process requires thorough AML/KYC review. The entire registration can be done remotely without travelling to Switzerland.
Foreign Ownership of Swiss Companies: The Rules
Switzerland imposes no restrictions on foreign ownership of Swiss companies. A non-Swiss national or a foreign corporation can hold 100% of a Swiss GmbH or AG.
This is governed by Swiss corporate law — specifically the Code of Obligations (OR/CO) — which makes no distinction between Swiss and foreign shareholders for the purposes of company formation or ownership.
What is not restricted:
- Nationality of shareholders
- Place of residence of shareholders
- Country of incorporation of a parent company holding Swiss shares
- Percentage of foreign ownership (can be 100%)
What is restricted or regulated:
- At least one director with individual signatory rights must be domiciled in Switzerland (the resident director rule)
- Certain licensed activities (banking, insurance, asset management, fintech) require FINMA authorisation regardless of ownership
- Real estate acquisition by foreign-owned companies in certain cantons is subject to the Lex Koller restriction
The Resident Director Requirement
This is the most significant practical constraint for foreign founders. Article 718 of the Code of Obligations states:
“At least one member of the management board must be authorised to represent the company and must be domiciled in Switzerland.”
For an AG, the equivalent provision is Article 707 CO: at least one board member with individual signatory rights must be domiciled in Switzerland.
“Domiciled” means having a genuine Swiss residential address registered with the municipal authority — not merely a registered office address. Commercial addresses do not satisfy this requirement.
Solutions:
Option 1: Move to Switzerland. If any founder is relocating to Switzerland, they can take on the director role themselves. A B permit or C permit satisfies the domicile requirement.
Option 2: Appoint a Swiss-resident employee. If your Swiss company will employ Swiss residents, a senior employee who genuinely lives in Switzerland can serve as director.
Option 3: Nominee director. A licensed professional who holds the directorship under a contractual arrangement. The nominee appears in the Commercial Register and holds signatory rights. The beneficial owner retains full operational control over the business.
Standard nominee director pricing: CHF 5,900/year. This covers the directorship itself — additional tasks such as signing specific documents, attending banking meetings, or acting on company instructions are billed separately at CHF 350/hour.
See our nominee director service for full pricing and scope details.
Step-by-Step for Foreign Founders
The registration process for a foreign founder is identical to that for a Swiss national, with one additional coordination step for the power of attorney.
Step 1: Name check
Search ZEFIX to confirm your proposed company name is available and compliant.
Step 2: Select a nominee director (if needed)
If no founder will be domiciled in Switzerland, arrange the nominee director before the articles are finalised. The nominee’s details must appear in the articles.
Step 3: Draft articles of association
Articles are drafted in German (or another official language of the registration canton). Non-German-speaking founders do not need to understand the documents in detail — your legal representative handles drafting and translates key provisions.
Step 4: Power of attorney
Foreign founders who cannot attend the notarial meeting in person issue a power of attorney authorising a Swiss-resident representative to sign on their behalf. The power of attorney must be:
- Notarised in your country of residence
- Apostilled (if your country is a Hague Convention signatory)
- Translated into German (certified translation) if issued in a non-German language
This step adds 1 to 2 weeks to the timeline and costs CHF 200–600 depending on your country.
Step 5: Open the capital deposit account
The share capital (CHF 20,000 for a GmbH, CHF 50,000–100,000 for an AG) must be deposited in a Swiss capital deposit account before notarisation. This is where foreign founders face the most variability — Swiss banks apply full AML/KYC review, and some banks have restrictions on certain nationalities or ownership structures.
Step 6: Notarisation and Commercial Register filing
The notary executes the articles and files the registration. If a power of attorney was issued, the notary reviews and accepts it at the signing.
Step 7: Registration entry and capital release
The Commercial Register entry is typically confirmed within 5 to 15 business days depending on the canton. The bank then releases the capital to the company’s operating account.
Total timeline: 3 to 6 weeks for most foreign founders, including the power of attorney preparation and banking process.
Banking for Foreign-Owned Swiss Companies
This is the area where most foreign founders encounter unexpected obstacles. Swiss banks are required by law to conduct full AML/KYC due diligence on all corporate account applications, and this process is more intensive for foreign-owned companies.
The key practical points:
- PostFinance accepts international founders but has a significant rejection rate for brand-sensitive company names and founders from certain jurisdictions. Applications take 3 to 4 weeks.
- Relio AG (CHF 249/month) offers faster onboarding but explicitly excludes US persons at any level of the ownership chain.
- Major Swiss banks (UBS, other private banks) typically require CHF 500,000+ in assets for non-resident corporate clients.
- Cantonal banks may be more flexible if the company has a local connection (Swiss employees, Swiss clients, Swiss activity).
For a full comparison, see our guide to how to open a Swiss bank account.
Special Situations
US Persons
US citizens and US tax residents face additional complexity because of FATCA. Most Swiss banks avoid US clients due to the administrative burden of IRS reporting. Relio AG explicitly excludes US persons. PostFinance handles some US accounts individually. Private banks (Pictet, Lombard Odier) accept US clients with high minimum assets.
If any ultimate beneficial owner is a US person, address the banking question before investing in the company registration.
Real Estate: Lex Koller (Lex Friedrich)
The Lex Koller (Bundesgesetz über den Erwerb von Grundstücken durch Personen im Ausland) restricts foreign acquisition of Swiss residential real estate. It applies to foreign-owned companies seeking to acquire Swiss residential property or land, and in some cantons to commercial property as well.
If your Swiss company’s purpose involves real estate acquisition, cantonal authorisation may be required before the purchase can proceed. Most commercial Swiss companies with no real estate holdings are unaffected.
For a full analysis, see our Lex Koller guide.
Regulated Financial Activities
Companies engaging in banking, asset management, insurance, collective investment schemes, payment services, or certain crypto activities require FINMA licensing regardless of ownership. These licences involve capital requirements, fit-and-proper assessments, and ongoing supervision.
For details on Swiss financial licensing, see our FINMA licensing guide.
Costs for Foreign Founders
| Item | Cost (CHF) |
|---|---|
| GmbH registration (notary + register + legal) | 3,000 – 4,500 |
| Power of attorney (notarisation + apostille + translation) | 200 – 600 |
| Share capital (returned after registration) | 20,000 |
| Nominee director (year 1) | 5,900 |
| Registered address in Zug (year 1) | 2,400 |
| Accounting, basic (year 1) | 1,400 – 1,800 |
| Total first year excluding returned capital | ~13,000 – 15,300 |
For most foreign founders, the realistic all-in first-year cost is CHF 13,000 to CHF 15,000 plus CHF 20,000 share capital. The share capital is not a cost — it is the company’s working capital, released after registration.
For a full breakdown by item, see our company formation costs guide.
Next Steps
Morgan Hartley Consulting has handled Swiss company registrations for clients from more than 40 countries, from our office at Baarerstrasse 135, 6300 Zug. We manage the entire process — power of attorney preparation, articles, nominee director coordination, capital deposit, and Commercial Register filing — with no travel required.
Request a Free Assessment and receive a fixed-fee quote within 1–2 business hours.
- Phone: +41 44 51 52 592
- Email: info@lawsupport.ch
- Address: Baarerstrasse 135, 6300 Zug, Switzerland
Morgan Hartley Consulting | Baarerstrasse 135, 6300 Zug | +41 44 51 52 592 | info@lawsupport.ch