Company Formation in Switzerland
Updated on Wednesday 04th May 2022
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BridgeWest provides company formation in Switzerland. Our assistance includes many types of services available for both local and foreign investors.
What are the basic services for company formation in Switzerland?
Our team can assist in drafting the articles of association (necessary for company incorporation in Switzerland). The statutory documents of a local legal entity can be prepared and signed through the power of attorney, a document that grants the right of representation for specific purposes.
Our team is also able to assist in drafting any other documents necessary for the registration of a company in Switzerland.
Such documents can refer to any special form that is obtained through the Company Registration Office, or to specimen signatures, passport copies and other papers.
Another available service is arranging public notary procedures (the procedures for incorporating a company in Switzerland have to be done through a Swiss public notary).
We are also specialized in offering a registered office in Switzerland for your company. The registered office required to open a company in Switzerland may be any address where the Swiss company declares to have its headquarters. The registered office will be public.
Setting up a bank account for your Swiss company is another service you can request from our team.
This refers both to an initial share capital account needed to open a company in Switzerland, as well as a current bank account after the company is formed.
At last, our team can also recommend an accountant in Switzerland. All businesses need the services of an accountant, who is the only professional entitled to maintain and prepare the financial papers of a Swiss legal entity.
What are the main company types available in Switzerland?
Our Swiss company formation consultants can provide assistance on the formation of several types of companies.
One of the company types is the Aktiengesellschaft (stock corporation in Switzerland) – this legal entity is one of the preferred ways to open a company in Switzerland, even through the entity is created to fit the needs of large companies.
Swiss stock corporations can be established by a minimum of 1 shareholder. In order to establish this company type a minimum authorized capital of CHF 100,000 (approx. EUR 80,000) is required.
The Swiss stock corporation must also establish a board of directors. The liability of the members is limited to company assets.
Investors can also register the Gesellschaft mit beschränkter Haftung (limited liability company in Switzerland). The Swiss limited liability company can be formed by 1 or more persons or companies providing at least CHF 20,000 (around EUR 16,000) which has to be fully paid up.
The shareholders are liable for the company’s debts, but only to the extent of the capital that they have invested. In order to function legally, a limited liability company must be entered in the Register of Commerce and have articles of incorporation.
Minimum 1 director is compulsory for this company type, and also at least 1 of the directors must be resident in Switzerland. Please be aware that the managing director needs to be a Swiss resident.
Other ways to start the process of company formation in Switzerland is through the Swiss branch, subsidiary or representative office - any foreign company is able to set up branch entities in Switzerland.
These can be set up as separate entities from the parent company (Swiss companies having the foreign company as shareholder) or extensions of the parent-company in Switzerland.
Branches of foreign corporations constitute 'permanent establishments' from a tax point of view, and will therefore be taxed on local source income both at federal and at cantonal level as if they were resident corporations.
Comparison between the stock corporation and the limited liability company in Switzerland
In the list below, our consultants in company formation in Switzerland have prepared a short comparison between the stock corporation and the limited liability company, which are the preferred ways to start a business here:
- both company types can be incorporated by only 1 shareholder (natural person or another company);
- the stock corporation needs a large capital, of CHF 100,000, while the limited company needs only CHF 20,000;
- for the stock corporation, the investors should deposit minimum 50% of the capital, while for the limited liability company, it is required to submit 100% of the minimum capital;
- the minimal value of a share issued in a stock corporation is of CHF 0,01, while for the limited company, the share is registered with a value of CHF 100;
- the management structures of the 2 company types are not required to include auditors if the companies hire less than 10 full-time employees in a financial year.
What is the process of company formation in Switzerland?
The procedure to open a company in Switzerland begins by deciding on the company type that is best suited for the investment project the investors have.
For this, our team of consultants in company registration in Switzerland remains at your disposal.
Please mind that you can also address to our specialists if you are interested in offshore company formation.
Once you have decided on the most suitable legal entity, it is necessary to select a company name that has to be unique at a national level. The company will be issued with a certificate of registration.
Of course, the drawing and signing of the statutory documents is one of the first steps investors should complete. The document contains information about the company, the shareholding structure, the rights and obligations of the shareholders, the internal management, the object of activity and numerous others.
In Switzerland, it is mandatory to open a corporate bank account; this requirement is available everywhere, even in offshore jurisdictions, where the investors have to set up an offshore bank account.
The bank account is necessary in order to deposit the capital – either CHF 100,000 for the stock corporation, either CHF 20,000 for the limited liability company.
Depending on the company type, it is required to deposit the capital in full or partially. For instance, for the limited liability company, the capital of CHF 20,000 has to be subscribed in full.
For the stock corporation, after setting up the account, the investors can subscribe only 50% of the capital. Another mandatory step for company formation in Switzerland is establishing a registered address for the new legal entity. This is necessary regardless of the company type investors will set up.
The company’s documents have to be submitted with the Trade Register and then, the company is required to complete its tax registration procedures.
This is done through the Federal Tax Administration, where the company will also have to apply for a VAT number. Throughout the financial year, the company should submit various financial reports to this institution, once it the company’s operations officially start.
A final step that is part of this process is to register the employee with the social security system, but this is done, of course, only after the company will hire employees and after the employment contracts are signed.
BridgeWest is able to offer ready-made Swiss companies and VAT registration. Registration for VAT is not mandatory unless the annual turnover is expected to be more than CHF 100,000 (approx. EUR 80,000).
However, it can be advantageous for companies doing business mostly outside Switzerland to register for VAT before reaching this threshold, as refunds can then be requested for any VAT paid for goods or services obtained in Switzerland.
Please contact us for more information regarding how to open a company in Switzerland and prices.