Company incorporation Switzerland Company incorporation Switzerland

Interested to register a company in Switzerland?

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Main characteristics for registration in Switzerland

Corporate tax
9.5 -18%
Best choice for:
Commercial Trading
Time to complete the registration
7 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.

Foreign companies and citizens may register the company in Switzerland in the following types:

  1. 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.

  2. 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.

  3. Branch: a subsidiary of foreign company with no requirement as to the authorized capital.

  4. Sole proprietorship

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.

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.

Usually it takes up to 3 weeks to register a company 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.

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.

It is not required to appoint a company’s secretary in Switzerland.

Registered address is an official address of a company in Switzerland. This legal address is used for official correspondence and registration purposes. That is why, all Swiss companies are required to have a registered address in the country.

All incorporation procedures in Switzerland take 2 days. The total term of company formation in Switzerland with opening a bank account can take an average of one month. Swiss banks are well-known for its high confidentiality services and strong banking system. Due to strict KYC policies, it is recommended to consult with a professional firm which can assist with account opening.

Ecompany.ltd assists its client with Swiss bank account opening at a high confidential and professional level.

 

A Gesellschaft mit beschrankter Haftung (GmbH) is a Swiss limited liability company which is the most commonly used type for company formation in Switzerland. GmbH company formation in Switzerland is a perfect legal form for one or more shareholders. The shareholders are not liable for the liabilities of GmbH companies as their responsibility is limited to the relevant shares. The minimum share capital is CHF 20,000.Usually this legal form is opted by startups, small and medium sized companies. 

Company formation in Switzerland is available for residents and non-residents. The set of necessary documents to be submitted for registration is similar for any citizens or residents. However, non-residents are required to translate documents into English with a notary certification, if such documents are in a foreign language. 

In order to register a company in Switzerland, it is possible to use this checklist for company formation in Switzerland:

  • choosing a unique company name;
  • preparing articles of association;
  • renting an office or using nominal services of registered office address in Switzerland;
  • notarizing founder’s signatures in the application form;
  • appointing director(s) or using nominal director(s);
  • submitting documents to the Commercial Register;
  • receiving tax identification number (TIN);
  • opening a bank account.

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.

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.

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.

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.

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.

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.

The requirement of the audit depends on activities, financial accounts and total employees.

The whole process of company registration in Switzerland is done online. Each Swiss canton has a convenient registration website which allows it to operate a company remotely. 

If you have any questions with company formation in Switzerland, including with the preparation of necessary documents, please feel free to contact Ecompany.ltd for further details.

Company formation in Switzerland is a rapid and simple procedure, as all documents are submitted online through a convenient portal. If you plan to incorporate a company by yourself, then it is advisable to follow official guidelines or read our articles about rapid company formation in Switzerland. Additionally, you may require additional services, such as registered address, nominal services or translation services which would simplify the whole process. 

When time is important, LLC company structure is the most suitable type for rapid company formation in Switzerland. 

Ecompany.ltd services allow to incorporate a Swiss company within the shortest period. You can use our website for online company name check or for incorporation services. Our professional team will prepare and submit all registration documents on your behalf.

When starting a business in Switzerland, it is possible to choose between incorporation of a new company or buying a shelf company incorporated in Switzerland. A shelf company is a ready-made company that has a history, but didn’t have any operations since its incorporation. Thus, it shows a longevity track record for business partners.

Another advantage is that you can start your business immediately after you buy a shelf company in Switzerland avoiding all the paperwork. You only need to sign and notarize a share and purchase agreement for the share transfer.

Upon request it is possible to arrange for a VAT registered company in Switzerland. A ready-made company for sale in Switzerland is usually offered with a bank account. 

Switzerland is a perfect jurisdiction for offshore company formation, especially when it comes to holding structures. In order to create an offshore company structure, it is essential to arrange for a tax planning of your company or group of companies. The tax regime in Switzerland differs at a cantonal level. Thus, it is important to consult with a professional firm on offshore company formation in Switzerland.

Switzerland offers excellent advantages for Swiss offshore companies:

  • nominal services in Switzerland
  • tax-haven jurisdiction with low taxes
  • ideal location for holding companies, international trading companies, financial and banking services
  • excellent reputation

Ecompany.ltd provides online company formation services in Switzerland. We offer nominal services, including registered address in Switzerland. Our flexible company incorporation services in Switzerland include:

  • Low registration fees
  • Nominal services, including registered address
  • Tax planning in Switzerland
  • Accounting and legal services
  • Company formation for non-residents
  • Opening a bank account 
  • VAT registration

To purchase a ready-made company in Switzerland and worldwide, please contact Ecompany.ltd for further details.

The cost of company incorporation in Switzerland is Euro.

Taxes in Switzerland

The tax rates in Switzerland are among the lowest in Europe.

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).

Annual tax return to Switzerland is submitted annually. The due date depends on each canton’s requirement.

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.

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.

In relation to capital tax in Switzerland, only cantons impose annual capital tax. The capital tax rate depends on each canton.

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.

Company Liquidation

As in other jurisdictions, a liquidation of a company in Switzerland can be done voluntary or involuntary.

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.

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.

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.

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.

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.

Online company formation on eCompany.ltd

  1. You can easily search whether your chosen company name is available for registration in Switzerland. To check the name, please enter the company name in a search field under the top banner on this page and then click “find out”.
  2. If your chosen company name is available, you can start the process of company formation.
  3. At checkout, please fill in your personal information and account details for account registration on eCompany.ltd. You can add additional notes or information in your order.
  4. Complete your order with your preferred method of payment.
  5. Once your payment is processed, we will contact you about the necessary documents that we need to receive from you in order to prepare incorporation documents on your behalf.
  6. We will prepare the incorporation documents and submit them for company formation in Switzerland.
  7. Once the company is incorporated in Switzerland, we will send you a standard set of original corporate documents. Please make sure that you entered your correct mailing address.
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