Switzerland: company formation, legal structures

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    Phone: +41 41 544 48 44
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    Register your Company in Switzerland:

    • Swiss image and Swiss quality
    • Swiss legal opportunities
    • Swiss customers require a local presence
    • Reasonable taxes, especially in the Canton Zug
    • Stable political environment, friendly and predictable public administration
    • Secrecy of information

    Legal Forms for Swiss Companies:

    Most common:

    • Gesellschaft mit beschränkter Haftung (GmbH) – Limited Liability Company
    • Aktiengesellschaft (AG) – Joint Stock Company
    • Zweigniederlassung – Branch of a foreign entity

    Additional options:

    • Kommanditgesellchaft (KG) – Limited partnership
    • Kollektivgesellschaft – General Partnership
    • Einfache Gesellschaft – partnership without registration
    • Einzelunternehmen – Sole enterprise
    • Genossenschaft – Registered Cooperative
    • Verein – Association

    Company Formation in Switzerland:
    quick and easy – 5 steps without travel:

    1. First you will send us an agreement to register your company, then we will contact you to clarify the basic information.
    2. We prepare all documents including a power of attorney while you send us a little deposit and then we mail them to you.
    3. You just need to sign the documents and send them back, two papers must be signed notarized with apostille  (see below).
    4. In the meantime you will open a blocked account at a Swiss bank, pay the capital to this account and instruct the bank to send us a receipt.
      1. Minimum paid in capital is 50.000 CHF for a Swiss AG (French and Italian: SA) and 20.000 CHF for a Swiss GmbH – (French SARL and Italian sagl., which means Limited Liability Company – LLC).
      2. If 3 banks do not accept the company as a customer, create a company with capital in kind or buy an existing one, a so called shelf company.
    5. As soon as we receive your documents and the receipt from the bank, we sign on your behalf at the notary and submit the application.
      Within usually two weeks the commercial register will register the company.

     

    Zugimpex: professional services:

    • At Zugimpex, you receive comprehensive services from one source for your company in Switzerland.
    • There are some legal requirements to perform Customer Due Diligence, but with our support this goes quick– for us it is important that you have good financial standing, good qualification and successful experience in your business.
      (please understand that we serve no US citizens and no customers who are residents in USA, Germany or France).
    • Fair calculation:
      • company formation Switzerland: 2600 CHF including including domicile, flexi desk and basic post service, excluding notary and public fees.
      • Annual costs depending on the activities: starting from 3300 CHF per year including domicile, flexi desk and basic post service (from the following year), bookkeeping, VAT declaration, financial statement and tax declaration.  As an industry standard and including all surrounding tasks like sorting, filing and checks, qualified bookkeepers process around 15-20 bookings per hour which corresponds to 40-60 booking lines. For a financial statement, it takes between 5 and 15 hours.
    • Professional consulting:
      • Use our experience at Zugimpex, our contacts and our know how in international business and in international tax planning
      • If you plan with us your setup, your operations and the transfer of functions, your company in Switzerland will start and operate successfully.

     

    7 steps to save structure costs, so your Swiss company pays off:

    1. Appoint board members who reside outside Switzerland. You need at least one Swiss resident with signature rights, but a person without formal responsibility demands less fees. To avoid misuse, you can appoint two residents with joint signature.
    2. Avoid professional fiduciary relationships: do not pay for compliance, but for services that create benefits for you.
    3. Make sure there is an active business: with active business, the company does not qualify as “domicile company” and the board can avoid anti money laundering bureaucracy.
    4. Make sure relevant double tax treaties are applicable: this requires regular presence and major decisions in Switzerland (or maybe in countries with lower tax and costs).
    5. Run at least two bank accounts in different countries: banks are suppliers of relevant infrastructure; a second account reduces dependencies and increases flexibility.
    6. Do not submit bills with small amounts to the bookkeeping: with low Swiss tax rates, it is cheaper to pay tax than to pay high bookkeeping costs.
    7. Make a holding: organize an exit for your profits to a holding in a country with zero withholding tax or create a foreign company with Swiss branch.

     

    Sometimes it is reasonable to ask for a Second Opinion:

    Although many lawyers, tax advisors and corporate service providers in Switzerland have good knowledge and work honestly, there are situations where it is useful to ask for a second opinion. Here are some examples:

    1. Your service provider charges high costs – higher than expected
    2. Your service provider has rarely time or he answers your questions late, general or never
    3. You have the impression that your service provider does not fully act in your interest
    4. Your service provider permanently tries to frighten you without offering economically reasonable solutions
    5. You think about changing the canton
    6. Your company structure does not take into account a tax free exit – your money is stuck in the company
    7. You have the impression that there may be other solutions to some topics

     

    Slovak company with Swiss branch –
    like a Swiss company with additional benefits:

    1. A Swiss branch of a Slovak company works like a Swiss company and the branch can act as a holding as well.
    2. A branch is part of the same legal entity. Therefore, the transfer of funds from the branch to the main seat is no dividend and there is no withholding tax on dividends and interests.
    3. Later, you can transfer money tax free from corporate to private level using the right Slovak structure. There is no need to change your private residence.
    4. Minimum capital for a Slovak s.r.o. (corresponds to a limited liability company) is 5.000 € (Swiss GmbH: 20.000 CHF), the branch does not need any initial capital.
    5. You avoid the challenging task to open a blocked bank account for the initial capital. Slovak banks treat you friendly and act quickly if you want to open a bank account.
    6. Slovak law has less bureaucratic regulations with regards to nominees.
    7. All steps can be done with power of attorney.

     

    Additional information: List of Documents to register a Swiss Company:

    1. Power of attorney (notarized, apostille) to sign your documents at the Swiss notary.
    2. Sample signature of each board member (notarized)
    3. Copy of the Articles of Association which we will sign later at the notary for you
    4. Copy of the Memorandum of Association, the deed that we will sign later at the notary for you
    5. Appointment and Contract with one or two Swiss resident(s) with signature rights
    6. Contract regarding domicile and flexi desk or rental contract for an office
    7. Contract with Zugimpex and power of authority to represent to authorities
    8. Declaration Stampa / Lex Friedrich (regarding real estate purchase)
    9. Declaration to waive annual audit
    10. Customer Due Diligence Form – Identification and Know your customer
    11. Application to the commercial register
    12. Passport or ID copy of every founder and board member
    13. If the founder is a corporate body: company documents (extract from commercial register and articles of association, both notarized with apostille) and declaration of the board to register a subsidiary

    (updated March 2017)