The legal form for a Swiss corporation is the “Aktiengesellschaft” (AG), which is governed by the Swiss Code of Obligations. This type of company is best suited for multinational corporations looking to expand their activity on the Swiss market.
The liability of the shareholders of an AG is limited to the unpaid amount of shares they hold within the company. However, it is enough to have only one shareholder, while there are no limitations regarding the maximum number of shareholders, thus making the AG a very flexible business structure.
Even foreign citizens are able to open an AG in Switzerland, since there are no restrictions regarding the nationality of residency of the company’s shareholders. The shareholders of the AG may be individuals or legal persons and the use of nominee shareholders is allowed.
Legal requirements to set up a Swiss corporation
The minimum number of directors of an AG is one. However, at least one of the company’s directors must be a Swiss resident. If there is more than one director, the majority of the board of directors should be Swiss residents.
Asides from this requirement, there are no further restrictions regarding the nationality or residency of the company’s directors.
It is important to note that, in the case of a Swiss AG, corporate directors are not allowed.
A Swiss corporation should have an annual shareholders meeting within 6 months from its financial year-end. Shareholders’ meetings can take place in Switzerland, but shareholders are allowed to participate by proxy.
The minimum share capital required for an AG is 100,000 CHF. At least 20%, but no less than 50,000 CHF has to be paid in cash or in kind prior to the company incorporation process. Consequently, the share capital of the AG should be denominated in CHF.
Non – par valued shares are not allowed. Bearer shares are permitted, but they should be fully paid-up.
Capital duty is payable on the issuance of shares above the amount of 250,000 CHF, at the rate of 1%.
Like in the case of other types of Swiss companies, it is required for the AG to have a registered office in Switzerland. Company secretaries are optional, but it is a better way to ensure that day-to-day business activities run smoothly.
Foreign investors are allowed to invest in a Swiss AG, without any restrictions.
Usually, it takes from 10 to 20 days to register a company in Switzerland. Swiss shelf companies are available, however they have higher costs associated with the incorporation process and are somewhat difficult to find.
Confidentiality and company registration requirements
The details of the beneficial owner or owners of the AG are not available on public record, as well as the details of the company shareholders. The details of the company directors are available on public record, since this information is entered into the commercial registry. Other details regarding the company’s accounts are not accessible to the public.
The company is required to submit an annual report long with financial statements to the Registrar of Companies. Every Swiss company needs to file an annual tax return and submit its annual accounts to the Registrar of Companies. The deadline for the submission of tax returns depends on each Swiss canton in which the company is registered.
Accounting and audits
The company has the obligation to maintain accounting records. The accounting records should be maintained in CHF and be available in Switzerland. It is also necessary to prepare annual financial statements. A parent company is not obligated to prepare consolidated financial statements, if for two consecutive years it fulfils at least two of the following criteria:
- The balance sheet totals assets less than 10 million CHF;
- The annual turnover is less than 20 million CHF;
- The annual average number of employees is less than 200.
The Swiss law requires that the annual accounts of the AG be audited. However, an exemption from audits is possible, if at least two of the following criteria are met:
- The balance sheet totals assets less than 10 million CHF;
- The annual turnover is less than 20 million CHF;
- The average number of employees is less than 50.
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