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.

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:

  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.

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 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.

Company Liquidation

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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