Company register and setup in Switzerland

The Swiss Commercial Register, known in Switzerland's four national languages as Handelsregister (German), registre du commerce (French), registro di commercio (Italian) and register da commerzi (Romansh), provides a public record of all incorporated businesses in Switzerland. It plays a fundamental role in promoting transparency and ensuring only properly registered and approved companies can operate.

Operated by Switzerland's cantons, the commercial register allows anyone to lookup basic company information including founders, legal form, address, share capital, date established, bankruptcies, and status. It helps establish trust between businesses while protecting company partners and shareholders. Registering also enables firms to open corporate bank accounts needed to operate.

When starting a business in Switzerland, selecting the right legal structure is pivotal, as it impacts your company's operations, tax obligations, and personal liability. Entrepreneurs often choose between a GmbH, a type of Limited Liability Company (LLC) requiring CHF 20,000 for incorporation and offering limited personal financial liability, and an AG (Aktiengesellschaft), similar to a public corporation in the US, which can trade stock publicly with a starting capital of CHF 100,000. Exploring "Shelf Companies" provides an alternative by offering ready-made entities that can expedite market entry while adhering to these structures. Other options include partnerships, cooperatives, associations, foundations, sole proprietorships, and Swiss branches for foreign companies, each catering to different business needs and objectives.
Swiss law also allows for partnerships (simple companies), cooperatives, associations, foundations and sole proprietorships. In some cantons, foreign companies may also register Swiss branches.

To properly register your business in Switzerland, navigating the commercial registry can be complex, but following key steps will ensure your company gets established correctly:

Choose and reserve your future company's name and address to confirm availability. Names must indicate commercial intent.
Select your preferred legal entity for incorporation based on business needs.
Draft and notarize your company's Article of Association detailing governance and shareholders in German, French or Italian based on your canton.
Open a Swiss business bank account and deposit minimum share capital. Capital requirements differ based on your selected legal entity.
Appoint company leadership including directors, auditors, and representatives with signing authority and obtain proper work permits if applicable.
Submit all documents and registrar forms to your canton's commercial registry for approval.

Successfully registering a business in Switzerland with the commercial register not only grants it legal personality but also enables critical operations like hiring employees, signing contracts, and applying for necessary licenses and permits. This step opens doors to Switzerland's advantageous trade networks, intellectual property registration, and potentially favorable tax rates in certain cantons. Additionally, leveraging the "Swiss Made" label can significantly enhance a product's market perception. Integrating company liquidation into strategic planning is also crucial, as it prepares businesses for all eventualities, ensuring compliance and financial prudence.

When planning a new venture, researching Switzerland's financial rules and unique cantonal differences is also essential:

Taxes - Unlike most economies, taxes in Switzerland start at municipal, then canton, and finally federal levels. Effective rates vary but remain competitive compared to nearby EU countries.

Bank Accounts - Only registered Swiss companies can open business accounts needed for operations. Accounts must be opened in person with notarized documents.

Insurance - Mandatory social security, disability and accident insurance provides employees health and wage protection but increases costs. Private business insurance is also recommended.

While business-friendly, Switzerland also expects high levels of legal and ethical compliance. Fines for infractions can be severe. Key regulations include:

Swiss Code of Obligations governing all incorporated business entities and shareholder rights.
Stock exchange listing requirements for public companies with over CHF 500 million in capital.
Strict money laundering, banking compliance and securities rules.
Detailed contractual regulations and consumer protections found under the Swiss Civil Code.
Robust IP protections, especially for patented innovations or registered industrial designs.

Beyond simply registering, establishing a physical Swiss presence requires additional consideration regarding optimal location, employment regulations and immigration rules. Business activity tends to concentrate in banking centers like Zurich or Geneva or smaller hubs known for precision like watchmaking capital Biel/Bienne.

Staffing also poses challenges with binding collective bargaining agreements, priority given to Swiss and EU/EFTA workers, and salary expectations among the highest worldwide. For founders relocating, immigration rules mandate minimum investment thresholds and the hiring of local residents.