Company Formation Switzerland
The process of company formation Switzerland includes several steps: drafting the Statutes, filling in special forms provided by the office for company registration, and submitting specimen signatures and copies of personal identity documents. Please, note that all steps in the establishment procedure require the appointment of a notary. The choice of headquarters, opening an account in a local bank and hiring the services of a resident accountant are also considered parts of the entity formation.
The Swiss procedure for company establishment is facilitated by resident specialists. We have a local team of experts but we are also able to incorporate your business in other jurisdictions.
Types of Swiss companies
A GmbH or a Limited Liability Company (LLC) is established by no less than two shareholders. The required minimum capital is CHF 20 000. The members’ liability is limited to their contributions. The company is managed by a shareholders’ general meeting and any number of directors (one of them must be a resident of Switzerland).
The Aktiengesellschaft (AS) or Stock Corporation can be formed by no less than three shareholders with a minimum capital of CHF 100 000. As with the GmbH, the members’ liability is limited to their contributions. The corporation is managed by a shareholders’ general meeting and a managing board approved by it. It is important to note that the entity’s managers have to be Swiss nationals and shareholders.
Small unlimited liability companies in Switzerland
Sole proprietorship is the basic type of company in the country. Its owner is liable for all generated obligations. The formation of this type of entity does not require a minimum capital and the condition for registration in the Trade Registry applies only when the yearly turnover exceeds CHF 100 000.
The General Partnership is suitable for at least two partners with identical economic objectives united under one name. An agreement providing the conditions for joining the partnership and the details regarding its business must be prepared before the establishment of the entity. No minimum capital is required but the partners carry unlimited liability with respect to the company’s debts. The entity is managed by the partners who make joint decisions at scheduled meetings.
The Limited Partnership requires at least two partners. One of them (the general partner) has unlimited liability and the other (the limited partner) carries liability limited to the contributions he makes to the entity.
Company incorporation in Switzerland
Before proceeding with company incorporation, you must choose a unique name for your entity and open an account in a local bank to implement future transactions. There you need to deposit the required minimum capital: CHF 20 000 for GmbH / CHF 10 000 for AS.
A notary must be appointed to verify the signature specimens for the corporation and the separate natural persons and to notarize the Statutes and the public document of incorporation in Switzerland.
Other mandatory procedures for international investors include the submission of a negative Stampa Declaration regarding investments and a Lex Friedrich Declaration i.e. a permit for foreign entities to acquire immovable property. Both declarations are obligatory for all applicants willing to establish companies.
Every company established in Switzerland has to enter the Commercial Registry for the purpose of acquiring the status of a legal entity. Therefore the owners must file an application with the following documents: memorandum of association, specimens of signatures of the managing members, Stampa and Lex Friedrich declarations, details on registered offices, field of activity and social capital, and additional papers required with respect to the particular nature of the business.
You can complete the procedure for registration using express mail; in this case, the process will be finalised in a 3 – 5 days period. Once the certificate for registration of your company is issued, the national Commercial Register will publish the Statutes, the Memorandum of Association and the shareholders’ names in the Swiss Commercial Gazette at no additional cost.
Some Swiss companies do not need a registration for taxation purposes. This requirement is determined by the nature of the company’s activities. The entities obliged to have a tax registration must submit an application to the Federal Tax Administration after the process of incorporation is finalised at the Commercial Register. This rule is also valid for VAT. The application includes the certificate of registration provided by the Swiss Commercial Register and other requested company documents.
For some types of businesses, the regulations in force require investors to obtain particular licenses and permits in order to carry out their activities. Our dedicated team specialising in company formation in Switzerland has long-standing experience with various businesses and possesses the required knowledge to consult and obtain all necessary documents for any company type.
The employees of any newly incorporated Swiss company have to be registered in the system for social insurance. The entity needs to provide each employee with a social security application form. The security package includes pension after retirement, insurance for disability and accidents at the workplace, etc. Our Swiss company establishment agents offer advice in all such respects relying on a team of qualified and trustworthy lawyers. The services we provide are in the framework of a larger international network dedicated to company registration.
Economic background of Switzerland
The Swiss economy is high on the list of European countries, with stable relationships in international trade. The main trading partner of Switzerland, both for import and export, is Germany. Other important investors bringing foreign capital to the country include the United Kingdom, the Netherlands, Austria, France and Luxembourg.
In the past year, approximately 100 new projects financed by foreign institutions were launched. According to information presented at the UN Trade and Development Conference, in 2010, Switzerland has attracted foreign investments amounting to 6.6 million Euros.
The country’s economy is mainly supported by the industries of insurance and banking, real estate, health care and pharmacy, chemicals, manufacturing, electronics and IT. Switzerland is world famous for its chocolate, watches and tourism. The rapid development of technological equipment and the advances in Biotechnology also attract foreign investors.
Our consultants on company establishment in Switzerland are well prepared to offer advice to any business person intending to develop activities in the country. Please, do not hesitate to contact us with any questions regarding this matter.