Interested to register a company in Switzerland?
Main characteristics for registration in Switzerland
Corporate tax9.5 -18%
Best choice for:Commercial Trading
Time to complete the registration7 days
Company Registration in Switzerland
Switzerland has a justified reputation of the world’s most favourable country for doing business thanks to its modern market economy, highly skilled labour force, economic and political stability, transparent legal system and low corporate tax rates. Currently, Switzerland is especially popular among high-technology companies.
Below we briefly discuss essential points on how to register a company in Switzerland and benefits that you enjoy from doing business in Switzerland.
What types of legal entities is it possible to incorporate in Switzerland?
Foreign companies and citizens may register the company in Switzerland in the following types:
Aktiengesellschaft (AG) or Société Anonyme (SA): this is joint stock company and is commonly used by medium and large businesses. The authorized capital of AG is 100,000 Swiss francs.
Gesellschaft mit beschränkter Haftung (GmbH): this is limited liability company The minimum authorized capital is 20,000 Swiss francs. At least two shareholders must form the company in the form of GmbH.
Branch: a subsidiary of foreign company with no requirement as to the authorized capital.
Company registration documents to be submitted depend on the type of legal entity.
Tips: Switzerland is one the best jurisdiction for high-technology companies and other businesses. You need to analyze your business goals and strategies in order to decide which form of a legal entity you choose. Our experts always consider the business nature and suggest optimal structure based on the consideration of potential personal risks associated with the business; tax options implied to each type of legal entity; cost of formation and ongoing expenses associated with administration of your future business.
How to register a company name in Switzerland?
Every company name in Switzerland should be approved by the cantonal Register of Companies before it can be used for registration. There are no restrictions as to the company name with the sole exception that it has to be unique and not similar to any other registered company. It is also important that your planned company name is not identical to any registered trademark as otherwise the use of such name can be challenged due to trademark infringement. For this purpose, it is necessary to conduct a search of registered companies in Swiss public database or you can use our website for search. Additionally, you should check trademark register.
Tips: Ecompany.ltd website contains searching tools that enable you to search for existing company names in Switzerland. Please use our website to check the last updated information on all Switzerland companies.
How long does it take to register a company in Switzerland?
Usually it takes up to 3 weeks to register a company in Switzerland.
What are the requirements for company names in Switzerland?
The applicant is not required to make any reservation of corporate name in Switzerland. The corporate name must be indicated in the application for registration to be submitted to the Commercial Register.
Tips: though there are no requirements for name reservation, we strongly recommend to check company names, trademarks and brand names before you decide on company name and submit your application to the Commercial Register. Company name check can help you avoid any potential risks that you may have if you want to register a brand or trademark in the future.
What are the requirements for shareholders and directors in a Swiss company?
The citizen or resident of any country can register company in Switzerland. Both in joint stock companies and limited liability companies at least one shareholder may incorporate the company. In joint stock companies at least one individual has to be appointed as director or manager. The director can be alone and must be domiciled in Switzerland. The same requirements apply to director’s residence/citizenship in limited liability companies. There is no requirement for the presence of the secretary.
Tips: It is worthwhile appointing director who is professional and has sufficient experience and knowledge in applicable legislation. We would be happy to provide you with such services and consult you on this regard.
What is the company registration fee in Switzerland?
The cost for company set up in Switzerland is high compared to other jurisdictions. The reason for this is that the company owners should make certain expenses prior to company incorporation. Limited liability companies should pay a minimum of authorized share capital in the amount of 20,000 CHF. Joint stock companies’ minimum authorized share capital is 100,000 CHF. The official fee for company formation varies from canton to canton, but it usually starts from 1,500 CHF. Every company is required to have a registered office address in Switzerland. The rental fee should be paid at least for the first 6 months. In addition, there are notary fees and fees for opening a bank account.
|Initial AML Compliance (due diligence procedures for the company profile, shareholders, beneficiaries, business partners)||SFr. 1,800.00|
|Complete offer -1|
|Formation of a limited liability company (GmbH) or Corporation (AG)||SFr. 19,000.00|
|Notarisation fee (notary public)|
|Commercial registry fees|
|Standard business address without c/o addition (shared office) incl. Postal|
|Forwarding and postage for 1 year|
|Opening of account for capital contribution|
|Opening of account for business dealings|
|Fiduciary managing director (GmbH) or board membership (AG)|
|Including 5 working hours per year|
|*Additional service (if required) – nominee incorporation if shareholders don’t want to come to the notary meeting||SFr. 1,200.00|
Due to the legal complexity of this jurisdiction, it is recommended to use the services of an experienced agent. Ecompany.ltd provides full registration support for company formation in Switzerland. We provide registered address for establishing a company in Switzerland, where all correspondence and notices will be addressed to. Our company assists with opening a bank account. Our team is fully experienced with advising clients on legal and tax matters in Switzerland.
What is the company registration process in Switzerland?
In order to register a company in Switzerland, it is required to follow these steps:
- checking whether authorisations are required for the company’s planned business activity;
- choosing a company name and submitting it with the cantonal Register of Commerce;
- appointing director(s) and other key personnel;
- receiving consent(s) of each director on its nomination;
- determining shareholders, amount of issued capital and types of shares;
- determining business activities of the company;
- renting an office or obtaining a rental deposit insurance;
- deciding on annual meeting date;
- preparing Articles of Association which is to be certified by a notary;
- preparing the statute of the company;
- depositing share capital with Swiss bank;
- certifying an application form by a notary
- submitting application and other documents to the Swiss Commercial Registrar;
- opening a bank account.
How to get a company incorporation certificate in Switzerland?
A company incorporation certificate in Switzerland is issued by a Register of Commerce in a canton where the company is incorporated. The certificate is the official document confirming that the company has been duly formed. The certificate of incorporation is issued on the official letterhead and contains company name, date of incorporation, company number, registered address, name of Register. The certificate can be issued as a copy or a certified copy.
Ecompany.ltd can assist you with obtaining the certificate of incorporation, including translation, certified copies and apostille.
What are company incorporation documents in Switzerland?
In order to register a company in Switzerland, the following documents are required to be prepared:
- authorisations (required only for certain business activities);
- name reservation approval;
- passport of each shareholder;
- utility bill or other address confirmation of each shareholder;
- passport of each director;
- utility bill or other address confirmation of each director;
- consent from each director on its nomination;
- statute of the company;
- Articles of Association which is to be certified by a notary;
- confirmation on payment of share capital;
- application form which is to be certified by a notary.
What is Registrar of Companies Switzerland?
Registrar of Companies Switzerland is a governmental body responsible for registration of companies, branches and representative offices. It identifies companies and enters all relevant legal information about each company in a public register. It is possible to access the public register online in order to search for companies. Since Switzerland is a federal state, each canton has its database from which anybody can apply for an extract or a copy of files. As such, certified extracts from commercial register have to be ordered directly from the cantonal registry where the company has registered office address. The services can be accessed online.
What are the accounting requirements in a Swiss company?
In Switzerland each company is required to prepare a financial statement (balance sheet, income statement) on an annual basis according to Swiss generally accepted accounting principles. The accounting system of the company can be based on any internationally accepted standard (Swiss GAAP/FER, IFRS or US- GAAP) and in any currency.
In which case is it necessary to audit a company in Switzerland?
The requirement of the audit depends on activities, financial accounts and total employees.
What is the cost of company formation in Switzerland?
The cost of company incorporation in Switzerland is Euro.
Taxes in Switzerland
The tax rates in Switzerland are among the lowest in Europe.
What companies are qualified as tax residents in Switzerland?
For tax purposes a company is the Swiss tax resident if an entity’s legal seat (formal place of incorporation) or an entity’s effective management place is located in Switzerland (which applies to company incorporated outside of Switzerland, but managed in Switzerland).
When tax returns are filed in Switzerland?
Annual tax return to Switzerland is submitted annually. The due date depends on each canton’s requirement.
What is corporation tax rate in Switzerland?
Swiss corporate taxes are 17-28% of PBT and are levied at federal, cantonal and municipal levels.
Swiss resident companies are taxed on worldwide income. In principle, any expenses incurred to achieve a profit and recorded in the statutory accounts are deductible for tax purposes. Whereas not commercially justified expenses are not tax deductible. Taxable profit is therefore based on the profit and loss statement for the period as adjusted for tax purposes.
How are dividends taxed in Switzerland?
Dividend income from foreign investments is taxable in Switzerland unless the dividend is received from a qualifying participation.
Withholding tax is levied at 35% rate upon payment of dividends, interest on bank deposits and bonds. Due to the fact that Switzerland has double tax treaties with around 90 countries, withholding tax is no longer levied in certain countries and based on certain criteria. Besides, the treaties allow minimizing double taxation on dividends, royalties and interest payments.
What is capital gains tax rate in Switzerland?
In relation to capital tax in Switzerland, only cantons impose annual capital tax. The capital tax rate depends on each canton.
What is VAT rate in Switzerland?
The Swiss VAT model is similar to the EU model. The standard VAT rate is 8%. Lower rates apply for accommodation services (3.8%) and food, water, agricultural products, medical products, books, newspapers, and cultural services (2.5%).
Exclusion from VAT is applied to certain business activities such as the healthcare sector, education, culture, sports, social care, most banking and insurance, real estate and gambling. The exemption is applicable to export of goods and some international business models.
It is required to get VAT registration for companies exceeding CHF 100,000 turnover.
As in other jurisdictions, a liquidation of a company in Switzerland can be done voluntary or involuntary.
What are the grounds for liquidation in Switzerland?
A company in Switzerland is liquidated in case of a bankruptcy or merger. Creditors of a company may file a lawsuit for liquidation with a Swiss court. In the meantime, the company itself may apply for insolvency.
What is the bankruptcy procedure in Switzerland?
Liquidation procedure is governed by the Swiss Debt Enforcement and Bankruptcy Law. During the liquidation process, the procedure is managed by the administrator. The administrator is responsible for preparation of the balance sheet and distribution of assets to settle company’s debts. Once the debts are settled, the company is deleted from the Swiss Trade Register.
What are the grounds for voluntary liquidation in Switzerland?
In most cases, the company is liquidated upon the decision of General Meeting of the company. As an alternative, a voluntary liquidation procedure is conducted through a court decision when at least 10% of the company’s shareholders request company liquidation.
What is the bankruptcy procedure in case of voluntary liquidation in Switzerland?
The liquidation procedure is managed by the company’s director or by liquidator appointed as per the court decision. The liquidator or director prepares the final balance sheet, calls for filing of claims and distribute net assets. If the company is over indebted, it is reported to the court in order to start the insolvency procedure. Otherwise, the company continues the liquidation process and the liquidator terminates the activities of the company. The liquidator must notify about any remaining share capital of the Swiss company and perform other obligations. Once all the debts have been paid to creditors and all the tax liability has been satisfied, the company is dissolved and cancelled in the Commercial Register.
How long does it take to liquidate a company in Switzerland?
It is essential to conduct the liquidation procedure in accordance with the applicable Swiss law. If you fail to comply with the applicable legal requirements, it may delay the process.
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