Switzerland, renowned for its stability, innovation, and business-friendly environment, is an enticing destination for entrepreneurs worldwide. Nestled in the heart of Europe, Switzerland offers a strategic location, political neutrality, and a robust economy. Moreover, its favorable tax regime, solid legal framework, and access to skilled talent make it an ideal choice for both startups and established enterprises In Switzerland, entrepreneurs have several legal structures to choose from when establishing a business. The most common types of legal entities include:
1. Public Limited Company (Aktiengesellschaft or AG):
An AG is an ideal structure for larger enterprises aiming for substantial growth and capital investment. It requires a minimum share capital of CHF 100,000, with a deposit of at least CHF 50,000 at the time of company registration. Alternatively, if the statutory share capital starts at CHF 250,000, 20% must be paid in advance. To establish an AG, one or more private individuals or legal entities are necessary. A key advantage of an AG is the privacy it offers its shareholders: its shareholders’ names are not published in the Swiss commercial register. This makes the AG particularly attractive for those wishing to maintain confidentiality in their ownership. Additionally, the AG is the most common business entity in Switzerland, being more prevalent than the GmbH.
2. Limited Liability Company (GmbH or SARL):
GmbH is a popular choice for entrepreneurs seeking limited liability protection. It requires a minimum share capital of CHF 20,000 and offers flexibility in management structure. The GmbH has the names of the shareholders published in the Swiss commercial register. One shareholder is enough.
3. Sole Proprietorship (Einzelunternehmen):
This structure is ideal for small businesses or freelancers. It involves a single individual who is fully responsible for the company's operations and liabilities.
4. General partnership (Kollektivgesellschaft or KG):
Partnerships enable two or more individuals to collaborate in a business venture. Each partner contributes capital and shares profits and losses according to the partnership agreement
5. Limited partnership (Kommanditgesellschaft or KmG):
Unlike a General partnership (KG), in which all the partners are personally responsible for the partnership obligations, the liability of individual partners may be limited in a limited partnership (KmG).
We can provide you with service at every step of the company formation procedure. There`s also an option of distant company formation, which allows foreign entrepreneurs to establish a presence in the country without physical relocation. This process involves appointing a Swiss resident director or using a fiduciary service provider to fulfill local legal requirements. Distant companies enjoy the same benefits and legal status as domestic entities, enabling them to conduct business operations, open bank accounts, and access Switzerland's extensive network of double taxation treaties.
The company formation process in Switzerland includes the following steps:
1.Legal Structure, Location & Name of the Company
- Choose a suitable legal structure of your company. Our consultants can give you recommendations based on your goals and wishes.
- Location: Switzerland has 26 cantons with different tax regulations. If you have your own office, we can open a company in any canton you like. If not, we provide domiciliation services in Zug, Geneve, or Zurich.
- Name: Choose a unique company name. We can help you to verify its availability in the Swiss Commercial Register.
2.Compliance Procedures
As part of the company formation process, we are required to complete compliance checks in accordance with Swiss regulatory standards. These steps are straightforward and designed to ensure a smooth and transparent process for all parties involved.
To begin, we will ask you to fill out our KYC (Know Your Customer) forms. Don’t worry—these forms are simple, and we’ll provide detailed instructions to guide you through completing them correctly. Additionally, we will need the following documents for each future director and shareholder:
- Copy of passport
- Proof of address: This can be any recent bank statement or utility bill that includes the person’s name and address. The document must not be older than three months and must be in English or German. If it’s in another language, an official translation will be required.
- Curriculum Vitae (CV)
Once we have received the filled KYC forms along with the required documents, we will review them for compliance. This process usually takes one to two business days. You’ll be promptly informed of the results, and if everything is in order, we’ll proceed to conclude the service agreement and move to the next step.
3.Appointment of a Director.
The essential legal requirement in Switzerland that you should know when you form a company there is that at least one company director, whether for an AG or a GmbH, must reside in Switzerland. In practice, this condition is one of the most challenging to meet for foreign entrepreneurs wishing to commence activities in Switzerland. To navigate these difficulties, companies typically utilize the nominee director service.
In Switzerland, the nominee director assumes administrative responsibilities and must act either as an executive officer or hold a position on the board of directors. At the same time, the nominee director is not involved in daily business routines and has no actual decision-making power. The primary role of the nominee director is to satisfy legal requirements concerning residency or registered office, allowing the beneficial owners to remain anonymous or to operate the company remotely. Additionally, the Swiss director serves as the primary contact for Swiss authorities, including tax and social security agencies.
At this stage, it is necessary to decide who will be the company's director: will it be your own director, or shall we appoint a nominee director for you?
4.Opening a share capital bank account:
To contribute to the company’s share capital, it is necessary to open a share capital account with a Swiss bank. Thanks to our extensive experience with the Swiss banking system, you can leave this process entirely in our hands—we will handle it for you. We will proceed with the opening of a share capital account for you and provide payment details for the money transfer. You will be informed as soon as we receive confirmation from the bank. You will need to transfer the amount of the share capital to the account. Once the bank receives the funds, we will obtain an official certificate regarding the paid-up share capital.
It’s important to note that a share capital account is exclusively for depositing the initial share capital; it cannot be used as a corporate bank account for your company’s operations. Once the company formation process is complete, you will have the opportunity to open a corporate bank account and transfer the share capital to that account for business activities.
5.Power of attorney
If you wish to establish a company without visiting Switzerland, you can provide us with a notarised and apostilled Power of Attorney for company formation. Once we receive this document, we can handle the entire process on your behalf, ensuring that everything is completed seamlessly and efficiently.
6.Registration Documents and Notarization
To establish a company, the Articles of Association (AoA) must be prepared. This key document defines the company’s structure, purpose, and objectives. Once the necessary documents are drafted, we will arrange for their notarisation at a Swiss notary office, ensuring all formalities are completed in compliance with Swiss legal requirements.
7.Registration in the Commercial Register
Once all the necessary documents are prepared and notarized, we submit the incorporation documents to the Commercial Register for official registration. The registration process typically takes about ten working days. Upon successful registration, your company will be officially listed in the Commercial Register, and you will receive the original Extract from the Commercial Register, the Articles of Association (AoA), and the Urkunde. With these documents in hand, your company will be ready to commence operations in Switzerland.