Is it necessary to have a Swiss resident on your team for a business to be registered in Switzerland? This is a common question amongst foreigners looking to register a business in Swiss territory. The short answer is yes, you do. However, their role in the business differs according to the type of business you intend to register. 

From a legal perspective, a Swiss resident must be involved in the proceedings for compliance with Swiss regulations. This guide specifies the roles for which appointing individuals with Swiss residency is mandatory. It also details the legal capacity such persons will hold in the business. Read on to learn more about strategic appointments you need during company registration and how to get things done faster.

What to expect when registering a business in Switzerland

Based on recent ease of doing business index scores, starting a business in Switzerland is relatively easy. However, getting it done in record time requires an adequate understanding of the Alpine Nation's legal framework. The requirements and regulations differ depending on whether you are an EU/EFTA citizen or a third-country national. The term "third-country national" refers to individuals who are citizens of a country that is not a member of the European Union (EU) or the European Free Trade Association (EFTA). In company registration, more paperwork applies to third-country nationals than citizens from within the EU or EFTA like Norway, Iceland, and Liechtenstein. 

Requirements for EU/EFTA citizens

Switzerland allows for the incorporation of various legal entities, including the limited liability company referred to as a GmbH (Gesellschaft mit beschränkter Haftung), the stock corporation known as an AG (Aktiengesellschaft), and branch offices. Notably, each structure has its unique requirements and benefits. The former is the most preferred legal structure for small to medium-sized enterprises (SMEs) established by EU/EFTA citizens in Switzerland Meanwhile, the latter is favored by larger enterprises with significant capital and international operations. The registration process is straightforward as individuals benefit from agreements and treaties between Switzerland and EU/EFTA  member states.

Requirements for GmbH (EU/EFTA citizens)

A GmbH must have at least one founder who can be a foreign national, but residency stipulations apply to management. EU/EFTA citizens must appoint at least one managing director with signatory authority who is a Swiss resident. Other necessary submissions include a valid ID, a B (residence permit), and proof of self-employment. Swiss law also mandates a minimum share capital of CHF 20,000, which must be fully paid. 

Requirements for AG (EU/EFTA citizens)

Similar requirements apply if opting for an AG, but there are differences in start-up capital and administrative effort. For instance, AGs require a higher start-up capital of CHF 100,000 and entail more extensive administrative procedures than GmbHs.

Requirements for a branch office (EU/EFTA citizens)

A branch office in Switzerland must have a local representative residing in Switzerland and a physical office address. It must also register with the Swiss commercial registry.

Requirements for non-EU/EFTA citizens

For third-country nationals, registering a company is somewhat similar to EU/EFTA citizens, with the difference of extra paperwork. This includes additional permits beyond the standard residential permit. Do note that these permits may vary depending on the nature of the business and the individual's specific circumstances. Furthermore, Swiss authorities often require third-country nationals to submit detailed business plans outlining their proposed activities, market analysis, financial projections, and other relevant information. This requirement aims to ensure the viability and sustainability of the proposed business venture.

Requirements for GmbH (non-EU/EFTA citizens)

To register a GmbH, non-EU/EFTA citizens must have at least one board member with signatory authority who is a Swiss resident. Additionally, the company must appoint a licensed Swiss fiduciary to handle legal and administrative matters and ensure compliance with local regulations. 

Requirements for AG (non-EU/EFTA citizens)

For third-country citizens registering an AG, most of the board members need to be European Union (EU) or European Free Trade Association (EFTA) nationals, with at least one member who is a Swiss resident. Much like the GmbH regulations, incorporating an AG requires proof of self-employment. However, due to the more complex nature of these entities, the administrative effort and start-up capital required are typically higher.

Required for a branch office (non-EU/EFTA citizens)

In the case of a branch office, requirements for third-country nationals are similar to EU/EFTA nationals. However, the individuals involved in the branch must obtain the necessary work and residency permits.

Avoiding common challenges in Swiss company registration

On average, registering a company in Switzerland takes 2 to 4 weeks. This includes preparing and notarizing documents, depositing the required share capital, and submitting the application to the commercial registry. However, this timeline may be extended due to the significant hurdle of obtaining necessary work and residency permits, especially for third-country nationals who must demonstrate the economic benefit their business will bring to Switzerland. Compliance with the Swiss Code of Obligations, Commercial Register Ordinance, and various federal and cantonal laws and regulations like Swiss residency can present a significant challenge. Hence highlighting the importance of seeking professional assistance.

Sigtax provides professional company registration services to help you navigate the process smoothly. Our personalized services guarantee meticulous documentation handling, from preparation to obtaining necessary permits. Trust Sigtax to simplify establishing a successful business in Switzerland.

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The appeal of a Swiss-registered business cannot be overstated, given the stable operating environment, economy, and business incentives you stand to benefit from. In recent times, there has been an upward trend in company registration. Although it is now possible to incorporate a company using online resources, familiarity with the Swiss regulations is necessary. You must ensure you have a Swiss resident in the right role for compliance. Leveraging the knowledge of a seasoned team of experts in Swiss company registration procedures will help make things easier. Contact us now

 

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