Company registration in Switzerland. Private limited liability company (GmbH). Service offer

The most common structure for forming a firm in Switzerland is the private limited liability company (GmbH) and Public limited company (AG).

The incorporation of a GmbH or AG in Switzerland normally takes about 3 weeks after submission of the necessary documents. This timing applies to cantons such as Zug and Zurich, but can be shorter in simpler cases, depending on the canton.

The minimum number of directors in a Swiss GmbH / AG is one, and at least one director should be a Swiss resident. If there is more than one, the majority of the board should be Swiss residents. There are no restrictions as to the director’s nationality or residence other than that.

The details of directors appear on public record.

A Swiss GmbH / AG can have one or more shareholders who can be individuals or legal entities, whether Swiss residents or not.

The details of shareholders of a GmbH are publicly accessible, while shareholders of an AG are not available for public. The details of beneficial owners of a company are disclosed to the Registrar upon incorporation/changes. The register of beneficiaries contains the names and addresses of the beneficiaries. Such registers are kept in such a way that they are available for verification within Switzerland.

The minimum share capital of a Swiss GmbH is CHF 20 000 and the maximum is CHF 2 000 000. The share capital must be fully paid-in upon incorporation.

The minimum share capital of a Swiss AG is CHF 50 000 and at least 50% share capital must be paid-in by the time of incorporation.

The share capital can be denominated in any currency. It must be deposited at any Swiss bank (blocked account for company foundation).

Each shareholder has an interest in the share capital in the form of one or more shares with a nominal value of at least CHF 100.

1) Selecting:

• company name that should be checked for its uniqueness at the website of the Commercial Register;
• company structure (director, shareholder, beneficial owner);
• share capital;
• company’s objects (activities);

2) Paying for the services

3) Providing apostilled documents for the beneficial owner(s) and a power of attorney required for the company incorporation (the list of documents depends on the company structure);

4) Name check at the Commercial Register

After the name of the would-be company is cleared at the Commercial Register, the incorporation documents can be drafted;

5) Drafting and signing the articles of association in the presence of a notary who certifies the personal and corporate signatures on the application form and authenticates the articles of association and the public deed of incorporation;

6) Depositing the share capital in an escrow account at a bank

7) Filing the deed certifying the articles of association with the local commercial register in order to obtain a certificate of incorporation;

8) Paying stamp duty after receiving an assessment by mail (1% capital with the first CHF 1 000 000 exempt);

9) Registering for VAT within 30 days of becoming subject to VAT assessment – applicable when the threshold is CHF 100 000 or company conducts import / export transactions;

10) Enrolling employees in the social insurance system (federal and cantonal authorities) (where necessary).

Note that local directors do not issue general powers of attorney; they carefully review all documents relating to the company’s business and operate the bank account (on instructions given by the shareholder). The procedures of working with director are agreed on a case by case basis, depending on the client’s needs and the company’s business.

Provision of registered office (domiciliation) is an annual cost.

Secretarial services, administration of the company and local director fees are paid quarterly based on the time spent.

Swiss law requires the annual accounts of a GmbH / AG to be audited. The audit obligation depends on the size of the company. Regular audits apply to companies that are required to prepare consolidated financial statements and to companies listed on the stock exchange, or if two of the three below criteria are reached in two successive financial years:

• Total assets of CHF 10 million;
• Annual turnover of CHF 20 million;
• An average headcount over the year of 50 employees or more.

If these conditions are not met, then the annual financial statements are only subject to a limited audit (questioning of management, appropriate detailed checks, analytical audit procedures, etc). The audit may also be dispensed with entirely, subject to the approval of the shareholders, if the company has no more than an average of 10 full-time positions over the year.

Every Swiss company needs to file an annual tax return. The tax return must be filed within 6 months of the company’s financial year-end. The yearly tax assessment is issued by the cantonal tax administration. The deadline for the submission of tax returns depends on the canton in which the company is registered. There is combined tax return filing for both federal and cantonal income tax purposes. As a principle, Swiss companies are required to pay installments during the financial year.

Penalties apply for late filing or failure to file.

As Switzerland is not an offshore jurisdiction, and a Swiss company must regularly submit financial statements and pay taxes prescribed by law, we recommend seeking lawyer’s and auditor’s advice regarding subsequent administration of the company before it is actually incorporated.

*The fees are valid as of the date of sending of this offer and may change without prior notice.

**The fees already include VAT 7.7%.