Knowledge

Register a company in Switzerland

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Switzerland offers many business opportunities for companies and corporations, which operate in various fields of activity. Therefore, registering a company in Switzerland is a smart business move, especially for companies looking to expand their activity abroad.

Legal structures for companies in Switzerland

The first decision that you have to make when you register a company is picking out the most suitable legal structure. The Swiss legal structures offer a wide range of business forms and structures. Some of them are best suited for corporations, while others favor foreign companies that wish to open an office and expand their activity on the Swiss market.

GmbH or S.A.R.L is the name used for a Limited Liability Company in Switzerland. Investors, who open small or medium sized companies, without being interested to list them on the Swiss stock market, form this type of company. A GmbH must have shareholders who are mentioned in the company’s documents and are disclosed in the Commercial Register. To form a S.A.R.L., a minimum share capital of 20,000 CHF or equally valuable assets is required.

AG or SA is a corporation, suitable for all business needs, with simple transfer requirements of shares, which is why it’s a widely used type of company. The shareholders have limited liability, like in the case of a GmbH, but they may remain anonymous, if they wish so. The corporation does require a larger minimum share capital of 100,000 CHF. At least 20% of the amount must be paid at the time of the formation.

Business partnerships in Switzerland consist of three types: simple, limited or general. Limited partnerships consist of various activities undertaken by the business partners, activities that don’t need to be commercial. General partnerships are more commonly used, because they’re suitable for business partners who carry out commercial activities, usually for small businesses.

Company branches in Switzerland are suitable for foreign companies that want to expand their activities on the Swiss market. Lastly, individuals who want to run a business in Switzerland can form a sole proprietorship. It’s the simplest and cheapest way to start a business. A SP – sole proprietorship can later be changed into a LLC. A SP must be registered after acquired earnings are more than 2,300 CHF / year.

How to register a company in Switzerland

Now that we established what types of companies you might form, you should also know the registration procedure for each one of them. In any case, you must start with a unique brand name, a bank account and a minimum required capital.

GmbH and AG The registration process with the official company registry is relatively simple. You need to prepare all the necessary documents, including founding documents with company bylaws, notarized by a notary. Before the notary stamps the documents, you will have to prove that you paid the share capital into a temporary holding account at your bank. The banking fee is usually around 200 CHF. At least one representative of the company, with signing rights, has to live and have a work residence permit in Switzerland. After the foundation, the company must apply for inscription in the commercial register. This application is accompanied by the other documents such as: Articles of Association, declaration of mandate acceptance by the auditor, confirmation of a recognized deposition agent that the share capital has been paid, and domicile acceptance in the case that the company does not have its own offices after foundation. Usually the notary is the one that hands in the documents. During the inscription procedure, the share capital lodged with the bank remains blocked. The inscription procedure ends when the corporation is formally registered in the commercial register. The paid – in capital remains blocked, until the bank receives an extract from the Commercial Registry, proving that the new corporation has been duly inscribed. The entire procedure should not take longer than two or three weeks. The costs include notary’s fees – minimum 500 CHF, inscription fees of approximately 800 CHF and the federal stamp duty of 1% - although the first 1,000,000 of capital are free of stamp duty. 

Sole proprietorships The commercial registry works hard to eliminate fake self – employment, therefore, you will have to fill out a detailed form of your business and name at least three customers, in order to prove that you are not working just for one customer. If the registry is in doubt about your business purpose they can decline your application. If you form a SP, you don’t have to live in Switzerland, but you need to have a work and residence permit. Usually, registering with the trade register is optional, for sole proprietorships earning less than 100,000 CHF / year, however, you do have to pay social insurances from your income. When you decide to, or are required to register your SP, you will need documents such as: a business plan, rental agreements, customer contracts and supplier contracts, if necessary.

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