Company Registration in Switzerland - Business Starting & Setup

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Legal address per year
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Apostilled bound set of incorporation documents
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Price
12 135 USD

23 020 USD

23 520 USD

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Core Services

— Incorporation

Price10 200 EUR

including incorporation tax, state registry fee, including Compliance fee

— Annual government fees

PriceIncluded

Commercial Registry incorporation fee

— Corporate legal services

Price8 080 EUR

including registered address and registered agent, NOT including Compliance fee

—Delivery of documents by courier mail

Price150 EUR

DHL or TNT, at cost of a Courier Service

— Apostilled set of Statutory documents

Price500 EUR

Basic set of documents

Letter to Commercial Registry / Handelsregisteramt

Public Deed / Offentliche Beurkundung (German)

Public Deed of Incorporation (English)

Articles of Association / Statuten (German)

Articles of Association (English)

Declaration of acceptance as member of the board

Commercial Registry Extract

Compare Jurisdictions

    Nominee Director

    Priceот 9 150 EUR

    Paid-up “nominee director” set includes the following documents

    Nominee Shareholder

    Compliance fee

    Compliance fee is payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder)

    Basic

    Price250 USD

    simple company structure with only 1 physical person

    For legal entity in structure under GSL administration

    Price50 USD

    additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

    For legal entity in structure not under GSL administration

    Price100 USD

    additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

    For client with high risk Status

    Price350 USD

    General information

    General info

    Switzerland officially the Swiss Confederation, is situated in Western and Central Europe, where it is bordered by Germany to the north, France to the west, Italy to the south, and Austria and Liechtenstein to the east.

    Total area of the country is 41,284 sq. km. The population is 8.570.146 people (2019). The German form the largest ethnic community (65%), French - 18%, Italian - 10%, other - 7%.

    The capital is Bern.

    The official languages are German, French, Italian, and Romansch.

    The currency is Swiss franc (CHF). 1 USD is equal to 0.91 CHF.

    Climate of Switzerland is temperate, but varies with altitude; cold, cloudy, rainy/snowy winters; cool to warm, cloudy, humid summers with occasional showers; avg. maximum temperature is +25°; avg. minimum temperature is -4°.

    Time difference with Moscow is -3 hours.

    Literacy rate is 99%.

    Calling code is +41.

    History

    The Swiss Confederation was founded in 1291 as a defensive alliance among three cantons. In succeeding years, other localities joined the original three. The Swiss Confederation secured its independence from the Holy Roman Empire in 1499. A constitution of 1848, subsequently modified in 1874, replaced the confederation with a centralized federal government.

    Switzerland's sovereignty and neutrality have long been honored by the major European powers, and the country was not involved in either of the two World Wars.

    The political and economic integration of Europe over the past half century, as well as Switzerland's role in many UN and international organizations, has strengthened Switzerland's ties with its neighbors. However, the country did not officially become a UN member until 2002. Switzerland remains active in many UN and international organizations but retains a strong commitment to neutrality.

    Government Type

    Swiss confederation is a federal republic, which consists of 26 cantons.

    Head of State is the Federal Council which is also the head of government.

    Executive power is exercised by the government and the federal administration and is not concentrated in any one person. It belongs to Federal Council, which consists of President, Vice-President and 5 other members. The Federal Council is elected by the Federal Assembly for a four-year term. The largely ceremonial President and Vice President of the Confederation are elected by the Federal Assembly from among the members of the Federal Council for one-year terms that run concurrently.

    Legislative power is formed by the bicameral Federal Assembly which consists of Council of States (46 seats - members serve four-year terms) and the National Council (members are elected by popular vote on a basis of proportional representation to serve four-year terms).

    Judiciary branch is represented by Federal Supreme Court, with judges elected for six-year terms by the Federal Assembly. The function of the Federal Supreme Court is to hear appeals of cantonal courts or the administrative rulings of the federal administration.

    Economy

    Switzerland has a stable, prosperous and high-tech economy. Switzerland ranks 5th in the world in terms of GDP - 78.112 USD (for 2021, IMF list). It has one of the highest rates of economic freedom in Europe (4th place in 2021), while providing a wide range of public services.

    Switzerland's most important economic sector is manufacturing. Manufacturing consists largely of the production of specialist chemicals, health and pharmaceutical goods, scientific and precision measuring instruments and musical instruments. The largest exported goods are chemicals (34% of exported goods), machines/electronics (20.9%), and precision instruments/watches (16.9%). The services sector – especially banking and insurance, tourism, and international organisations – is another important industry for Switzerland.

    Switzerland has an overwhelmingly private sector economy and low tax rates by Western World standards; overall taxation is one of the smallest of developed countries. Switzerland is a relatively easy place to do business, currently ranking 28th of 178 countries in the Ease of Doing Business Index.

    Corporate information

    Legal system

    The legal system of Switzerland is based on civil law system.

    The main source of law is Constitution of 1874.

    The Swiss Limited Liability Company is governed by the Swiss Code of Obligations (1912) revised in 2011.

    Types of entity

    The principal forms of business organization in Switzerland are:

    • Sole Proprietorship (Einzelfirma);
    • Partnership (Kollektivgesellschaft);
    • Limited Partnership (Kommanditgesellschaft);
    • Public Limited Company (AG);
    • Ordinary Partnership (Kommanditaktiengesellschaft);
    • Private Limited Lability Company (GmbH);
    • Cooperative Society (Genossenschaft);
    • Branch of a Foreign Entity.

    The most common structure is the private limited liability company (GmbH).

    Registration

    Company name

    When planning to incorporate your company in Switzerland, you can use the Zefix website (www.zefix.admin.ch) to check whether you can use your company name – or any alternative. Zefix is the central company index of Switzerland which belongs to the Commercial Registry.

    The company or business name under which a commercial enterprise is operated can be freely chosen, as long as it complies with legal regulations.

    Stock corporations (AGs) and limited liability companies (GmbHs) must specify the legal form as part of the company name - GmbH (or its equivalent in French or Italian). However, it is also allowed to register the business name with the suffix “Ltd”, but therefore, business name for both countries have to be registered (e.g.: RealEstate33 GmbH [RealEstate33 Ltd]). The problem is that by registering only the company name with the suffix “Ltd” people would think that the company is incorporated in the UK or another country, where the suffix “Ltd” is obligatory or common.

    Certain words such as Switzerland, International, European, Insurance, Reinsurance, Fund Management, Bank, Collective Investment Schemes are sensitive and may have different capital requirements.

    Registration

    The following steps are required to incorporate a GmbH in Switzerland:

    1. Preliminary search, registration and approval of the company name;
    2. Draft the articles of association in the presence of a notary public, who notarizes the personal and corporate signatures on the application form and authenticate the articles of association and the public deed of incorporation;
    3. Place the paid-up capital in an escrow account with a bank;
    4. File the deed certifying the articles of association to the local commercial register to obtain a legal entity;
    5. Pay stamp tax at post office or bank after receiving an assessment by mail (1 % capital with the first CHF 1,000,000 exempt);
    6. Register for VAT, within 30 days after being subject to VAT;
    7. Enroll employees in the social insurance system (federal and cantonal authorities).

    The formation of a Swiss GmbH takes two to four weeks from the submission of required documents to the date when the company is considered legally established (when it has legal effect with respect to third parties). The time required can be less in simple cases and depending on the location canton.

    In general, no approval from the authorities, chambers of commerce or professional associations is required to establish a business. The exercise of certain professions or the establishment of specific businesses may, however, require special licenses or diplomas. All business sectors are open to foreign investment. It is not necessary that Swiss persons hold a certain percentage of the equity.

    Since April 15, 2010 the State Secretariat for Economic Affairs has provided an online desk for founding companies in the form of «StartBiz». With this eGovernment solution, the complete foundation of these companies can be carried out via “StartBiz”.

    Public Access to Company Information

    The commercial register includes all commercial enterprises doing business in Switzerland. It specifies each company’s extent of liability and its authorized representatives. Its central focus is its public disclosure role.

    All entries in and deletions from the commercial register are published in the Swiss Official Gazette of Commerce (SOGC).

    Local registered office

    Every business must have an address in Switzerland at which the registered offices can be contacted. This address must contain the following:

    • Street Number;
    • Postal code;
    • City, Town or County Name.

    A differentiation must be made as to whether the address is the own office of the company or simply a “c/o” address. Own office would be a location which a legal entity owns or leases and where it conducts most of its administrative business where the receipt of any kind of correspondence is possible. As long as these requirements are not met, the address must be considered a c/o address. A PO Box cannot be considered a domicile in the legal sense.

    Register of shareholders and directors, minutes of shareholders’ and directors’ meetings, accounting records should be kept at the registered office.

    Seal

    There are no statutory requirements for a Swiss company to have a seal.

    Redomicile

    The redomiciliation of companies to or from Switzerland is permitted.

    Company structure

    Directors

    The minimum number of directors of a Swiss Limited Liability Company is 1. However, at least 1 director should be a Swiss resident director and in case of more than 1 director, the majority of the board of directors should be Swiss residents. There is no further restriction on the nationality or residency of the directors.

    Corporate directors are not allowed.

    Since a board of directors is not required, there are no requirements to the meetings of board of directors.

    Directos’ information appears on public record.

    Secretary

    Swiss companies are not required to appoint a company secretary.

    Shareholders

    The minimum number of shareholders of a Swiss Limited Liability Company is 1 and the maximum is unlimited. There is no restriction on the nationality or residency of the shareholders. The shareholders of a Swiss Limited Liability Company can be individuals and/or legal persons.

    Information on shareholders are not publicly accessible.

    An Annual General Meeting of the shareholders must be held within 6 months of the end of the financial year. Generally 20 days notice must be given of an intended meeting unless all appropriate parties are represented directly or by proxy. Meetings may be in or outside of Switzerland.

    Beneficiary

    Since 2015, Swiss companies have been required to keep a register of their beneficiaries. The register contains the names and addresses of the beneficiaries. Such registers are kept in such a way that they are always available for verification within Switzerland.

    Since 2021, the identification of beneficiaries of trusts and funds has been introduced.

    Share capital and shares

    The minimum capital requirement for a Swiss Limited Liability Company is CHF 20,000 and the maximum is CHF 2,000,000. The nominal capital must be fully paid-in upon incorporation.

    The share capital of a Swiss Limited Liability Company can be denominated in any currency. It must be deposited in a Swiss bank (blocked account for company foundation).

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

    Special types of legal entities

    Trusts

    The anglo-saxon trust law has not been adopted into the Swiss legislation. There is no Swiss substantial law on trusts and no such thing as a Swiss domestic trust. Therefore, a trust can only be established according to foreign law, whereby the settlor may choose the governing law. However, despite the lack of substantial trust provisions, Swiss courts have been dealing with trusts for many years.

    Switzerland being one of the largest trust administration centers in the world recognized eventually the Hague Convention on the Law Applicable to Trusts and on their Recognition of 1st of July 1985 with effect as of 1st of July 2007 (the "Hague Convention"), resulting in the recognition of trusts as a legal structure sui generis and in the enforcement of foreign trusts.

    Since 2007 it is possible to hold Swiss property in trust. In such a case, generally the trustee is the owner of the real property and is to be registered in the land register. While EU/EFTA nationals residing in Switzerland can acquire real estates without prior authorization, third-country nationals are still submitted to a preliminary administrative authorization. If the trustee or the beneficiaries qualify as a person abroad, in principle the transfer is subject to authorization.

    According to the Circular No. 30 the trust assets and the trust income will either be taxed by the settlor or the beneficiaries. Hence, a Swiss trustee is never subject to tax for the trust assets and the trust income. The trustee is regarded as the formal owner but not the beneficial owner of the trust assets.

    Swiss law differs between revocable, irrevocable fixed-interest trusts and irrevocable discretionary trusts.

    Revocable Trust

    If a trust is qualified as a revocable trust, then the settling of the trust does not cause any change from a fiscal perspective. The settlor remains taxable and distributions to beneficiaries are treated as gifts from the settlor.

    In the event of the settlor's demise, the trust becomes (for tax purposes) an irrevocable trust. Some tax authorities conclude that with the settlor's demise the settlor made a donation to the trust or the trustee and there is, therefore, an inheritance. The taxation is differs from canton to canton. Some cantons apply the highest inheritance tax rate and others take the relationship between the settlor and the beneficiaries into account and only then determine the tax rate. In most cantons the tax rate is zero if the heirs are direct descendants of the settlor. Other cantons do not follow the inheritance road but focus on whether the beneficiaries have substantial influence over the trust assets. If so, then the trust will still be treated transparently, meaning the trust assets and trust income will be taxed by the beneficiaries.

    Irrevocable Fixed Interest Trust

    Under Circular No 30 the creation of a fixed interest trust is treated as a donation from the settlor to the beneficiaries. The tax rate applicable depends on the degree of cognation. An assessment of gift tax on the entire trust funds can violate the principle of economic capacity, in particular, if the beneficiary is only entitled to a certain amount of the trust income. Therefore, the tax would have to be limited to the capitalized amount of the income.

    In the event that the Swiss resident beneficiary has an entitlement to distributions of either capital or income he is taxed in analogy to an usufructuary. The amount of his entitlement to distribution will be capitalized and the capital value of his entitlement is subject to wealth tax. Any amount distributed to the beneficiary is subject to income tax unless made out of tax free capital gains or capital.

    Irrevocable Discretionary Trust

    The settlor irrevocably transferred the trust assets to the trustee and has given up any economic interest in the trust funds. The trustee cannot be taxed as he is not the beneficial owner of the trust assets.

    Beneficiaries of an irrevocable discretionary trust have in general no legal entitlement to receive distributions from the trust. They have a mere expectation of benefitting from the trust. Under Swiss tax law an expectation is not taxable. However, under the Circular No. 30 a Swiss resident beneficiary of an irrevocable discretionary trust may be subject to tax if he is qualified as the beneficial owner of the trust assets.

    If the beneficiary does not qualify as a beneficial owner, then the Swiss resident settlor remains tax liable for the trust fund and the trust income just as if he had set up a revocable trust. Therefore, the trust fund and trust income are still attributed to the settlor and distributions to beneficiaries are treated as gifts.

    The Circular No. 30 provides for an exception of this principle in the event that the settlor was resident abroad when the trust was set up. In that case the Circular No. 30 accepts that neither the trust fund nor the trust income can be attributed to the currently in Switzerland residing settlor or the beneficiaries. Only distributions received by a Swiss resident beneficiary will be taxed as income. In practice, some tax authorities, however, do not grant the tax exemption if the settlor set up the trust shortly before he immigrated to Switzerland and declare such a pre-immigration structuring as a tax evasion.

    The distribution of capital gains is not tax-free because the trust assets are not attributed to the beneficiaries for tax purposes. Distributed capital gains qualify as income.

    Swiss Association of Trust Companies (SATC)

    In Switzerland no duty exists for professional trustees to register with a supervisory authority. The private industry, including many of Switzerland's largest trust companies, however founded the Swiss Association of Trust Companies (SATC), mainly to develop the activities of trustees in Switzerland and to promote the adherence to certain professional and ethical standards. SATC issued minimum standards of professional credentials and a code of ethics. In 2012 SATC published a so-called "White Paper" with various proposals on the regulation of trustees in Switzerland, namely the requirement to obtain a license to carry out trustee activities in Switzerland.

    Federal Act on Anti-Money Laundering

    The Swiss Federal Act regarding the Fight Against Money Laundering in the Financial Sector (AMLA) is also applicable to trustees who qualify as financial intermediaries. According to the practice of the Swiss Financial Market Supervisory Authority (FINMA)20 trustees are deemed financial intermediaries as they own the trust assets separately from their personal assets. This means that trustees have among others the duty to verify the contracting party's identity, to establish the beneficial owner's identity, to clarify the economic background and the purpose of unusual transactions. In addition the AMLA provides for reporting duties on the trustee in case of any suspicious transactions. Whether protectors fall under the AMLA depends on their powers under the trust.

    Foundations

    The foundation according to Swiss law is a legally independent purpose fund or special fund. Depending of the purpose of a foundation, it can be distinguished between the common foundation and 3 legal special forms, namely the family foundation, the ecclesiastic foundation and the personnel welfare foundation.

    Family Foundations

    According to Swiss law, family foundations are characterized in such a way that property is available for a family to pay the costs of education, facilities or support of family members or for similar purposes. The family foundation is different from the common foundation in that, according to the intention of the founder, the circle of beneficiaries is limited to members of a single, specific family.

    According to constant legal practice of the Federal Supreme Court, the list of purposes for which family foundation may be set up is an exclusive list. These purposes have in common that family members who belong to the circle of beneficiaries should be supported in certain circumstances.

    Family foundations do not need to be registered in the commercial registry in order to obtain legal personality. They are not subject to a regulatory authority, under reservation of public law. Finally, family foundations are exempted from the obligation to mandate an auditor.

    Ecclesiastic Foundations

    Ecclesiastic foundations are mentioned several times in the Swiss Civil Code, however, the law does not provide a legal definition of the ecclesiastic foundation.

    According to legal doctrine and jurisprudence, two conditions have to be met: on the one hand, a religious purpose is required, on the other hand, there must be a specific organizational connection to a religious community. Only foundations that serve the faith in God, are ecclesiastic.

    Personnel welfare foundations

    A personnel welfare foundation is often chosen as a vehicle for pension funds that serve as a continuation of living standards after retirement.

    Enterprise Foundations

    The concept of an enterprise foundation is unknown in Swiss legislation. Enterprise foundations have emerged in practice. An enterprise foundation is characterized by an economic activity and pursues a specific property investment policy. It differs from traditional foundations in its organizational structure.

    There are many purposes behind establishing an enterprise foundation. The topic of estate planning in the broad sense is at the forefront.

    Enterprise foundations have two main forms. Either there is a foundation that conducts a commercial, manufacturing or other business in the pursuit of an economic or non-economic purpose, and which is therefore directly the responsible body of the enterprise itself. Or there is a foundation that is a substantial shareholder of an enterprise.

    Charitable Foundations

    Switzerland is well known for its large number of international governmental and non-governmental organizations. With all these organizations active in Switzerland, it is natural that the Swiss Charitable Foundation is a frequently used entity. The combination of a favorable tax regime and a regulated environment is an advantageous one. In addition, the Federal Circulars of December 1990 and July 1994 provide a clear description of the relevant requirements. These factors combined make the Swiss Charitable Foundation an effective estate planning vehicle, that is suitable for charitable, international and philanthropist activities.

    Incorporation of Foundation

    The deeds of a Foundation need to be executed by a public notary, the Foundation is then registered at the Registry of Commerce to acquire legal personality. In general a minimum initial capital of CHF 50,000 is requested.

    A foundation is incorporated either by a public deed or by a testamentary disposition (last will and testament or inheritance agreement). The foundation is entered into the commercial registry based on the Foundation Charter and indicating the members of the Foundation Council.

    Organization of Foundation

    The Foundation Charter must indicate the organs of the foundation and the nature of its administration. For the most part, the foundation is free to determine its own organization. The way the foundation is organized can be set down in more or less detail, depending on the needs of foundation. However, it is important that the organization fosters the most efficient use of the foundation’s funds.

    The superior organ within a foundation is the Foundation Council, which is responsible for the supervision of the foundation’s business. The Foundation Council assumes all competences which are not expressly delegated to another body either in the Foundation Charter or in the respective regulations. The Foundation Council performs the following unalienable tasks:

    • regulation of the powers to represent the foundation or to sign on its behalf;
    • election of the Foundation Council and the auditors;
    • approval of the annual financial statements.

    It is a common practice that a Foundation Council consists of at least three natural persons or legal entities.

    Supervision and Reporting

    Foundations are subject to supervision by the community (federal, cantonal and municipal) to which they belong according to their designation. Foundations with an international scope are usually supervised by the Federal Authorities. In order to perform the legally required controls, foundations are required to file an annual report on their activities, annual financial statements, consisting of the balance sheet, the profit and loss statement and attachments, the auditors’ report, the approval of the reporting by the Foundation Council as well as an up-to-date list of the members of the Foundation Council.

    Taxation of Foundation

    When the Foundation is exclusively in the public interest, it can obtain a tax exemption (federal and cantonal), and as such gifts made and/or received by the foundation are tax-exempt. Being dedicated to public interest means, amongst others, that the Foundation should have activities in charitable, humanitarian, educational, cultural, health or scientific areas. In addition it cannot have any lucrative business involvement and the range of beneficiaries cannot be limited. The attribution of resources is irrevocable.

    Dissolution of Foundation

    The competent federal or cantonal authority may dissolve the foundation upon application or on its own initiative, if the purpose has become unattainable and the foundation cannot be maintained by an amendment to the foundation deed, or if the purpose has become illegal or immoral. Any person who has an interest is entitled to apply for the dissolution of the foundation.

    No Reassignment Right

    The Swiss Foundation law does not recognize any possibility of reassignment, which would allow the founders after a certain period to claim back the amount contributed into the foundation or parts thereof.

    The implementation of a Swiss Foundation is more complex than to set up a Foundation in the Principality of Liechtenstein. Another alternative could be the set up of an Association which could have the same purpose like a Foundation.

    Practical Comment

    Establishment of a Swiss foundation is much more complex than a Lichtenstein foundation. Another option is to create an Association with the same purpose as a foundation.

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