Switzerland is one of the most attractive jurisdictions for doing business in Europe. It benefits from a stable economic climate and has one of the most developed financial systems in the world. It is also known for its pharmaceutical, watchmaking or tourism industries, but it has also recently positioned itself as an important hub for startup businesses in the fields of fintech or cryptocurrency.
As a general rule, the registration of a business follows the same steps, regardless of the canton where the business is incorporated, but various differences may appear; thus, when starting the procedure of company formation in Switzerland it is recommended to address to a professional team of specialists, who can ease the process of starting a business in a new location.
In this sense, our company is prepared to assist foreign businessmen in any of the matters that are involved in the steps of opening a company in Switzerland, regardless of the canton selected for incorporation. The company can provide legal representation during the company formation process, but it can also assist investors in matters that have to be performed once the company becomes active (audit, tax advice, tax compliance, corporate administration).
The team representing SIG Fiduciaire also has the necessary expertise in helping investors apply for and obtain work permits in Switzerland. Investors can request the accounting services of the SIG Fiduciaire team; our services are available for both natural persons and companies wishing to start business activities in this country and currently, investors can contact our offices set up in Geneva, Zug, Zurich and Lugano.
Opening a company in Switzerland
The procedure of company formation in Switzerland consists of several steps that include drafting the articles of association, completing the forms required by the company registration office, specimen signatures, passport copies and other relevant documents. It is important to know that most of the procedures regarding company formation in Switzerland must be concluded through a public notary registered in this country. Finding a registered office, opening a bank account, registering for taxation purposes and hiring a local accountant are also part of the company formation process in Switzerland.
The Swiss company formation procedure is completed with the assistance of our team of consultants in company registration in Switzerland.
Main types of companies in Switzerland
One of the ways to start a business in Switzerland is by incorporating a Gesellschaft mit beschränkter Haftung(limited liability company). A limited liability company in Switzerland is formed by at least two shareholders with a minimum share capital of CHF 20,000, and with the liability of the members limited by their contribution to the capital. The management of the Swiss company is established by the general meeting of the shareholders and one or more directors; it is necessary that at least one of the directors be a resident in Switzerland.
The stock corporation in Switzerland (Aktiengesellschaft) can be established by at least three shareholders who will provide a share capital of CHF 100,000. In a stock corporation, the liability of the members is also limited by their contribution to the company's capital; the company's management is established by the general meeting of the shareholders and by a board of managers, which is set up as prescribed by the general meeting of the shareholders. The investors must be aware that the managers must be Swiss residents and also be the shareholders of the entity.
One of the simplest manners to enter the Swiss market is by registering the basic business form, which is represented by the sole proprietorship, in which the founder is fully liable for the company’s obligations. There is no need to subscribe to a minimum share capital for this type of Swiss business and the obligation to register at the Trade Register is mandatory only if the annual turnover is over CHF 100,000.
The general partnership in Switzerland can be set up by a minimum two members, who associate in a business created for reaching a certain purpose. Prior to entering a general partnership, the members have to sign a partnership agreement which states the conditions under which the business will be developed. There is no need to submit a minimum share capital but the liability of the members on the entity’s debts is unlimited. The management decisions are taken by the members during partnership meetings.
A limited partnership in Switzerland is formed by at least one partner who has full liability (general partner) and at least one partner with liability only up to the contribution initially brought to the entity (limited partner). Our team of specialists in company registration in Switzerland can further advise on the legal entities presented above.
Main documents for company formation in Switzerland
In order to obtain a legal personality every company registered in Switzerland must register with the Commercial Register. In order to do this, the founders must submit an application containing a wide set of legal documents, by providing in-depth information on the future business and its activities. These are the documents and information needed in the process of company formation in Switzerland:
The articles of association – the main statutory documents of a local company, which have to be notarized prior to the registration;
Specimen signatures of the managing board (company’s secretary, directors and company’s shareholders/founders);
Stampa Declaration Form and Lex Friedrich Declaration Form and information on the registered office of the company;
information on the social capital of the company and the main objects of activity that will be conducted through the new legal entity;
other documents may be required, depending on the type of business chosen for registration.
Frequently asked questions about Swiss company formation
1. Can a foreigner open a company in Switzerland?
Yes. Foreign investors can base their companies in Switzerland and benefit from the same business options as local entrepreneurs.
2. What are the types of companies that can be incorporated in Switzerland?
The following types of companies are available for incorporation in the country: the limited liability company, the corporation, partnerships, sole proprietorship.
3. Does the company need to have an office in Switzerland?
Yes. The company incorporated in Switzerland will need a registered office based in the country.
4. What are the steps for company incorporation in Switzerland?
Investors who want to open a company in Switzerland need to choose the appropriate business type, choose a unique company name and open a bank account for the firm, prepare all the company documents and register the new legal entity with the Swiss Trade Register. Businesses will also need to be registered for VAT purposes in most cases.
5. What is the minimum share capital in Switzerland?
The minimum share capital depends on the type of company: the limited liability company requires a start-up capital of at least 20,000 CHF while the corporation needs a larger amount, of at least 100,000 CHF. The sole proprietorship has no requirements for the minimum share capital.
6. What are the requirements for opening a bank account in Switzerland?
The company needs a bank account where the minimum share capital is deposited. The account can be opened at a Swiss bank using several basic documents: the Articles of Association and the Business Registration document will usually be requested.
7. Do you need special permits and licenses in Switzerland?
Yes. Certain types of business activities need special permits, apart from the mandatory business registration. Our company registration consultants in Switzerland can help you obtain them and also apply for work permits if you are an employer wishing to hire foreign employees.
8. What are the taxes for companies in Switzerland?
Taxes for companies in Switzerland are imposed on a federal and cantonal level. The federal tax rate has a value of 8.5% and is levied on net income. A stamp duty, transfer tax and real property tax (in some cantons) also apply.
9. How fast can you start a new business in Switzerland?
The company incorporation process usually takes around 10 days.
10. What are the reasons to invest in Switzerland?
Switzerland has a stable economy and offers a good business environment. The taxation system is convenient and the country is renowned for its professional banking system as well as banking secrecy. The country has a very well developed infrastructure and highly qualified workforce.