AG Company Registration in Switzerland - Business Starting & Setup

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.

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.

One of the most popular forms is the Public limited company (AG).

When planning to incorporate your company in Switzerland, you can use the Zefix website 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.

Public Limited Companies (AG) must specify the legal form as part of the company name - AG (or its equivalent in French or Italian).

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

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

1. It is necessary to determine:

• company name;
• company structure (director, shareholder, beneficiary);
• size of share capital;
• company activities.

2. Рay for the services.

3. Submit the apostilled documents of the beneficiary(ies) and the power of attorney required for company registration.

4. Verification of the company name at the Chamber of Commerce.

Once the name of the future company passes the check at the Chamber of Commerce, you can proceed to the preparation of documents for registration.

5. Draw up and sign the Memorandum of Association in the presence of the notary, who will notarize the personal corporate signatures on the application and certify the Memorandum of Association and the Deed of Incorporation.

6. Make payment of the share capital to the bank in an escrow account.

7. Submit the deed certifying the memorandum of incorporation to the local registry of companies to obtain a certificate of incorporation.

8. Pay the Stamp Duty when the taxation amount is received by mail (1% of the capital, with the first CHF 1,000,000 being exempt from the duty).

9. To register for VAT within 30 days after the grounds for VAT taxation appear. Applicable if the threshold is CHF 100,000 or the company has import and export operations.

10. Register employees with the social security system (federal and cantonal authorities) (if applicable).

Setting up a new AG generally takes about 3 weeks after the necessary documents have been submitted. These deadlines can be shorter in simpler cases, depending on the canton.

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.

Announcements about the registration and removal of companies from the register are published in the Swiss official Gazette of Commerce (SOGC).

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.

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

The redomiciliation of companies to or from Switzerland is permitted.

The minimum number of directors of a Swiss AG is one, and at least one director must be resident in Switzerland. If there is more than one director, the majority of the board of directors must be Swiss residents. There are no other restrictions 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.

Swiss companies are not required to appoint a company secretary.

Swiss AG can have one or more shareholders, which can be individuals or legal entities, residents or non-residents of Switzerland.

AG shareholder data is not public.

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.

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.

The minimum share capital of a Swiss AG is CHF 50,000. At least 50% of the share capital must be paid up by the time of registration.

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.