Company registration in Switzerland | SIGTAX

Company registration in Switzerland

Регистрация компании в Швейцарии
 
Switzerland is the most sought after country for foreigners looking for work or starting a business in another country. This is primarily due to the country's political and economic stability, which is conducive to business development.
 
The good news is that SIGTAX is a Swiss company with extensive experience in the country and the necessary local know-how to help you quickly set up a company in Switzerland. We understand that starting a company in a foreign country can be challenging and our team is here to support you every step of the way. We take care of all the formalities while you feel comfortable at home.
 
 
 
 

 

What types of companies can you register in Switzerland?

 

Joint Stock Company (AG - Aktiengesellschaft)
 
The public limited company, also called "Societé Anonyme" (SA), prevails in Switzerland due to its limited liability. The shareholders are not registered in the public register and the change of ownership is much easier compared to GmbH.
 
 
Currently, the minimum capital required to establish an AG is set at CHF 100'000. Shareholders have the opportunity to pay 20% of the capital - at least CHF 50'000. If the availability of such funds for capital is difficult, you can create a limited liability company (GmbH) with a capital of 20'000 CHF. The shareholders of the GmbH are published in the Swiss commercial register. For both types, one shareholder is sufficient. Most entrepreneurs prefer AG over GmbH.

 

Limited Liability Company (GmbH - Gesellschaft mit beschränkter Haftung)
 
This type of company can be compared to a limited liability company (LLC). GmbH consists of one shareholder and a minimum share capital of CHF 20'000. It is important to note that the liability of the participants is limited by their contribution to the authorized capital. Unlike AG, in this case the names of the shareholders are published in the Commercial Register.

 

Sole proprietorship
 
This legal entity can be formed by anyone residing in Switzerland to carry out commercial activities. The minimum authorized capital required for the formation of this business structure is not required. However, if the annual turnover exceeds CHF 100'000, then the company must register with the Commercial Register.

 

General Partnership
 
To form a general partnership in Switzerland, at least two individuals are required who not only reside in Switzerland, but also pursue the same economic goals under the same name. No minimum share capital is required.

 

 

Limited Partnership
 
In this case, one of the partners bears full responsibility, and the other - limited liability, proportional to the contribution that he made to the partnership.
 
 

Doing business in Switzerland for non-residents

 

The Swiss government has managed to create a very attractive business environment for both local citizens and foreign investors. However, there are a few things a foreign citizen should keep in mind:

EU / EFTA citizens
 
For EU or EFTA citizens, setting up a company in Switzerland is much easier. According to the Agreement on the Free Movement of Persons, these citizens do not need a category “C” residence permit to stay in Switzerland.
 
 
However, in order to start a business and stay in Switzerland, such citizens need to have a residence permit of category “B”, valid for 5 years. In addition, they are also required to declare their object of activity and provide evidence. The following documents are required as evidence:
  • Valid bank account
  • Business plan
  • Commercial register entry
  • Professional registration record
  • Proof of Social Security for Self-Employed Persons
  • VAT number
 
Non-EU / EFTA citizens
 
While starting a business in Switzerland can be a bit tricky for non-EU / EFTA citizens, the situation is not entirely hopeless. SIGTAX also has extensive experience in assisting non-EU / EFTA individuals to set up their business in Switzerland. In order to work in Switzerland, they must:
  • Obtain a C-permit, which entitles you to work in Switzerland
  • To be married to a person who has a residence permit of category "C"
  • Marry a Swiss citizen
 

In case you are unable to obtain a category “C” residence permit, you must apply to the cantonal authorities where you want to start your own business.

 

Types of companies Switzerland

GmbH (Gesellschaft mit beschränkter Haftung) is the german alternative version of a limited liability company. The company name can be freely chosen, whereby the addition "GmbH" - written out in full or as an abbreviation which is a mandatory component. In addition, it must be clearly different from any other company name that is already registered in Switzerland. Otherwise, the dispute can arise.
 
Advantages

  • Relatively low share capital required (at least CHF 20,000);
  • Liability: Limited to the (fully paid) share capital;
  • A GmbH can be converted into a stock corporation without liquidation;
  • At least one shareholder must decide upon establishing;
  • Profits originating from the sale of company shares are not taxable.

 
Small disadvantages

  • Double taxation on the GmbH yield and capital as well as on the partner’s income and assets;
  • Management costs (memorandums of understanding, shareholders’ meetings, tax forms, etc.) are relatively high;
  • The public can freely consult the makeup of corporate bodies, capital and shares in the trade register.

 

AG (Aktiengesellschaft) this means stock corporation. Another popular type of the legal form for a company in Switzerland. The company name can be freely chosen, if it is not already occupied by another company. The addition "AG" must be added. The company can be incorporated either by one or more natural or legal persons.  Only the company's assets are liable for the liabilities of the stock corporation; in the event of bankruptcy, the partners lose at most their share capital.
The AG is created with the entry in the commercial register, which is preceded by the public notarization of the establishment, the approval of the articles of association, the election of the board of directors and the appointment of the auditor.
The company share capital must be at least CHF 100,000 but the required minimum amount is CHF 50,000.
 
Advantages

  • Liability: Shareholders are only liable for their share of the share capital;
  • If you worry about the publicity of the ownership structure, so AG is for you since the ownership structure not public, which means no entry in the register the shareholders name;
  • Business name freely selectable.

 
Small disadvantages

  • Higher minimum capital (CHF 100,000) than required for a GmbH;
  • Double taxation on income and capital of the AG as well as income (dividends) and assets of the shareholders;
  • Strict accounting regulations.

 

Verein или ассоциация - один из самых простых способов открыть бизнес в Швейцарии. Такая юридическая форма, подходит для компаний, которые работают из-за границы, но хотят открыть бизнес в Швейцарии и не хотят тратить слишком много времени на процедуры регистрации. Кроме того, создание Verein в Швейцарии не требует особых затрат. Ассоциация - это независимое юридическое лицо. Следовательно, члены ассоциации не несут личной ответственности по долгам ассоциации. При этом может быть сделано исключение, если уставом не предусмотрено иное.
 
Для ассоциации вам понадобится:

  • проект Устава;
  • назначить двух человек, которые будут представителями ассоциации;
  • обязательными органами являются общее собрание и правление ассоциации (минимум один член);
  • цель ассоциации должна быть некоммерческой.

 

Simple partnership is the easiest way to set up a partnership in Switzerland. It consists only of a contract between two parties who united to achieve a common goal in their business. But it has no legal personality, therefore it can not be represented under a company name. The partners are liable jointly and without a limit for the obligations of the whole company. There is only limited liability when the partner acts from their own name.

General partnership is also set up by two or more individuals. It doesn’t require any start-up capital. The question of liability can be problematic, given that partners assume unlimited joint and several liabilities. There is therefore interdependence between partners. The general partnership begins with registration in the commercial register and conclusion of a company contract, although the latter is optional (but strongly recommended), governing both company shares and shares in the profit.

This legal form is particularly suitable to small private businesses. The limited partnership is a legal structure often chosen when a general partnership needs to extend the base of its financing. The establishment of this kind of partnership doesn’t require any start up capital. General partner-managers assume unlimited, subsidiary, joint and several liabilities. Once the company is dissolved, both general partners and limited partners remain liable for five years. The limited partnership begins with registration in the trade register and the making of a partnership agreement, although the latter is optional (but strongly recommended), governing both company shares and shares in profits.

Documents required for registering a company in Switzerland

  • The Articles of Incorporation: this document must include the company name, the domicile of the company, the business purpose, the share capital and the basic organization of the company.
  • The application for the registration of company must be filled with the Commercial Register after the meeting of the company founders.
  • Deeds of company incorporation that are authorized by a notary.
  • Declarations of acceptance from the initial board members of the company’s board of directors.
  • Confirmation from a Swiss bank certifying the deposit of the minimum required share capital (if it is needed for this company type);
  • Resolutions of the company’s board regarding the constitution of the board of directors.

Steps for registering a company in Switzerland

  • Choose the company name;
  • Define the share capital;
  • Determine the list of a shareholders and management;
  • Open an account for the share capital deposit;
  • Prepare passport copies of the company’s shareholders and proposed directors;
  • Draw up the deed of incorporation, statues and notarization of them;
  • If the auditor has been appointed: request a declaration of acceptance;
  • Registration at the commercial register;
  • Show extract from the commercial register;
  • If you employ staff (you, as the founder, are also considered to be employed): Register with the AHV compensation office and take out mandatory insurance;
  • Apply for a VAT number at the Federal Tax Administration.

 

How SIGTAX can help you?

With our professional team all the procedures will be fast, easy and without any pitfalls. We will provide all the consultations for you. We will help you to define the best legal form for your future company, collecting all the required documents, notarization of them, and we will accompany  you and your business in all the step-by-step process of a company formation.

FAQ block for company registration in Switzerland

It depends on how you want to define the roles of participants in the company and from future purposes of the company.

It depends on many factors but mostly it is 2-3 weeks. 

No, there is no capital requirements for any type of partnerships at all.

Yes, you will need a registered address in Switzerland.