Open Company Branch or Subsidiary in Switzerland

There are various reasons for which entrepreneurs choose to invest in Switzerland, from qualified workforce, great incentives and a stable economic environment. Most of them choose to establish a company or set up a branch of their company in Switzerland. A Swiss branch is not considered a separate legal entity from its parent company which is fully liable for the debts and obligations of the branch. However, setting up a branch has proven in some cases to be a profitable activity.

Preliminary activities prior to registering a branch in Switzerland
Entrepreneurs who wish to engage in business activities through a foreign owned branch must register at the local commercial registry. However prior to this procedure, the branch must be attributed a name which should not differ from the parent company's. The articles of association, authorization of the representative in charge of the branch's administration and a list of the names of the directors and secretary must be notarized in order for them to be submitted for the registration application. Also the branch must have a bank account through which future transactions will be operated.

Registering a company branch in Switzerland with the Commercial Register
In order for the Swiss branch to legally function a registration certificate issued by the local commercial register is mandatory. This process is completed through submission of an application which must contain the articles of association of the branch, a proof of existence of the parent company, consisting of registration certificate issued by the relevant institution of the foreign company. Also the application must contain the domicile, name of principal company and activities, board of directors. If the application is sent through express mail the registration process takes about 5 days, if it is sent via regular mail the whole process is completed in about 7 days. The Commercial Register issues the registration certificate and publishes the announcement of the new company in the Swiss Commercial Gazette.

After incorporating the branch with the Commercial Register the founders must register with the Federal Tax Administration if the company is subject to tax. The same rule applies for VAT registration, a process completed through submission of an application containing a copy of the registration certificate and information on the object of activity of the branch. Also is the company hires employees they must be enrolled in the social insurance system with federal and cantonal authorities. The cantonal social security office sends the employer an application for employee registration in the social insurance system.

Setting up a company branch from abroad
Foreign investors are free to incorporate almost any type of legal entity on the territory of Switzerland provided they obey the Law. The government encourages foreign investment, offering great incentives and a rather simple incorporation process. A branch of a foreign company may be established from abroad through a representative authorized through power of attorney. However a legal address for the company branch must be established on the territory of Switzerland.

How long does it take to set up a company branch in Switzerland?
Establishing a business entity, whether it is a company or a branch in Switzerland is not one of the shortest processes. However the procedures are straightforward and with guidance they can be easily completed. Drafting and notarizing the articles of association and other company foundation documents may take up to 7 days, as well as registering the company with the Commercial Register. Usually the process of setting up a company branch takes about 15 days.

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