AG Company Registration in Switzerland - Business Starting & Setup

Want to set up a firm in Switzerland? We can assist you in starting a business or in buying a shelf company in Switzerland with a full package of necessary documents, legal advice and follow-up support. Incorporation of a firm in Switzerland includes provision of a registered office (for at least 1 year in any of our service plans), an apostilled set of constitutional documents, secretarial services and assistance with compliance fee and pre-approval for opening an account in banks of Switzerland. The total price of company formation in Switzerland includes all necessary fees and charges for the first year of operation, as well as full one-year nominee service (package Optimum).

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Service packages «Switzerland AG» Service packages «Switzerland GmbH» Legislation Tax System Audit Services
Service packages
Express
Standard
Optimum
Company registration
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Legal address per year
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Secretarial services for the first year
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Fees and duties for the first year
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Apostilled bound set of incorporation documents
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Nominee service per year
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Bank Account Pre-approval
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Price
10 950 USD

20 770 USD

21 380 USD

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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 of Siwtzerland

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).

Registration

Company name

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.

Procedure of a company registration in Switzerland

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.

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.

Announcements about the registration and removal of companies from the 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 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.

Secretary

Swiss companies are not required to appoint a company secretary.

Shareholders

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.

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 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.

Frequently Asked Questions about Company Registration in Switzerland

How much does it cost to register a company Switzerland?
The cost of opening a company in Switzerland depends on the type of company to be registered and the type of activity you will be engaged in. The minimum package of services costs USD 10670 and includes: registration of the company on a turnkey basis, lease of the registered office for a year and secretarial services, payment of all necessary duties and fees, as well as apostilled translation of the constituent documents.
How long does it take to set up a company in Belgium?
The process of setting up a new company in Belgium, from applying for registration to receiving a set of documents, is 2-3 weeks.
Can a foreigner open a company in Switzerland?
Yes, a foreigner can open a company in Switzerland. Switzerland is a popular location for foreign companies due to its stable economy, highly skilled workforce, and favorable business environment. There are no restrictions on foreign ownership of companies in Switzerland, and the process of registering a company is straightforward. However, starting a business in Switzerland more complicated than in other countries, due to the specific requirements for company registration and the various regulations and taxes that must be complied with.
Where are Swiss companies registered?
Swiss companies are registered with the Swiss Commercial Register, which is a public register maintained by the Swiss cantons (states). The Swiss Commercial Register is the primary authority responsible for registering companies in Switzerland and maintaining records of all registered companies. The commercial register contains information such as the company's name, address, legal form, capital structure, management structure, and registration number. In Switzerland, companies are registered at the cantonal level, and the process and requirements for company registration can vary between cantons. It is important to note that the Swiss Commercial Register is not a centralized register, and each canton has its own commercial register, which is maintained by the cantonal authorities.
What is the business Registry of Switzerland?
The Swiss Commercial Register (Handelsregister) is the business registry of Switzerland, maintained by the cantons (states) of Switzerland. It is the primary authority responsible for registering companies in Switzerland and maintaining records of all registered companies. The Swiss Commercial Register contains information about the legal status, ownership structure, and financial information of Swiss companies. The Swiss Commercial Register is a public registry, and anyone can request information about a registered company, including its name, address, legal form, capital structure, management structure, and registration number. The commercial register is an important resource for businesses, investors, and the general public, providing information on the stability and credibility of Swiss companies.

Core Services and fees for the formation of a company in Switzerland

Incorporation

Price10 200 EUR

(including incorporation tax and state registry fee)

Annual government fees

PriceIncluded

(Stamp Duty) and Companies House incorporation fee

Corporate legal services

Price8 220 EUR

(including registered address and registered agent)

Delivery of documents by courier mail

Price250 EUR

DHL or TNT, at cost of a Courier Service

Nominee Director

Priceот 9 150 EUR

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

Nominee Shareholder

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

Compliance fee in Switzerland

Compliance fee is payable in the cases of: incorporation of a company, 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), signing of documents

Basic

Price350 EUR

simple company structure with only 1 physical person

For legal entity in structure under GSL administration

Price150 EUR

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

For legal entity in structure not under GSL administration

Price200 EUR

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

For client with high risk Status

Price450 EUR

Signing of documents

Price100 EUR

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