Company Law in Switzerland

The Swiss Code of Obligations, integrated in the Civil Code, regulates the incorporation of companies as a federal law, which was inspired by the French Code Napoleon. As a civil law jurisdiction, it is a bit more bureaucratic. There is a separate Commercial Register in every Swiss canton and each region has the power to adopt some local regulations for corporate entities. In 2008, a revision of the Swiss limited liability company law was implemented. The company law in Switzerland is not much different from the law in other countries, but there are still some particularities that one has to pay attention to when deciding to set up a business in Switzerland.

TYPES OF COMPANIES

The Code of Obligations in Switzerland stipulates the following types of companies: sole proprietorship, limited liability company, joint stock corporation, company limited by shares and partnerships, which can be registered or limited.

Stock corporations are usually preferred by foreign investors who decide to set up a business in Switzerland. The Swiss law regarding this type of company is quite similar to other countries. There is a minimum share capital required, a board of directors and a minimum of three shareholders.

Limited liability companies are a bit strict when it comes to residency of the directors, since at least one of them has to be from Switzerland. Besides, the existence of a general meeting of members and the board of management are compulsory.

General and limited partnerships have to be established by at least two partners and both types need to be registered in the Commercial Register before developing any activity.

OTHER RULES

Any company you choose to set up in Switzerland, you will need to hire employees. The Code of Obligations does not impose a specific form of employment contract. Employment contracts may be concluded in writing or verbally, but a written form of the contract is more advisable, based on the Swiss Code of Obligations and the Federal law on Labour in Industry, Craft Industry and Trade. 

The Swiss law also mentions that a company established in Switzerland cannot develop activities in the field of banking, insurance, fund management, collective investment schemes or any other activity that would suggest an association with the banking or finance industries without a license that was previously gained by the company.

BridgeWest offers company registration in Switzerland, including virtual office and other related services.