Switzerland / Zug: Company Formation

Company Formation in Switzerland

Why a Company in Switzerland?

✅ High Quality Swiss Image.

✅ Reasonable Taxation.

✅ Friendly Public Administration.

✅ Political and Economic Stability.

✅ Business Friendly Laws.

✅ Access to Swiss Market.

(Please note: Zugimpex does not provide services to US citizens and to US residents)

5 Steps - Quick Registration Without Travel:

1- First our manager will meet or phone with you to ensure correct and complete information, and that the project makes sense for you. Apart from other benefits, it is important that tax savings are at least 3 times higher than structure costs. Then you can agree to our offer by email and make a small prepayment.

2- Our team clarifies open points like company name; they prepare all documents for the AG or for the GmbH that you form (for non – residents this includes a power of attorney from the shareholders). These documents can be created in German and English in form of a table, so you understand them or avoid translating them later for banking. Then we e-mail the documents to you ready to check and approve.

3- You just need to sign the documents and send the original, some papers must be signed notarized, usually from abroad with apostille.

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4. The shareholder(s) of the AG or GmbH will open a blocked capital deposit account at a Swiss bank, as required by art. 663 OR (Swiss code of obligations) and art. 777c OR, pay the capital to this account (exactly from the private account) and instruct the bank to send us a receipt. This can be done online.

  • Minimum paid in share capital to form a company is 20%, but at least 50.000 CHF for a Swiss AG (French and Italian: SA, which means stock corporation). The minimal nominal capital is 20.000 CHF for a Swiss GmbH – (French SARL and Italian SAGL, which means Limited Liability Company – LLC), which has to be fully paid up. Note: companies with bearer shares are no more registered and existing ones had to change their status to registered shares until 1.5.2021.
  • A few Swiss neobanks offer notaries to open capital payment accounts for their clients, and this can happen even online while the client is abroad. Account opening happens within 1-2 days and customers avoid waiting several weeks or months for the results of customer due diligence. However, while shareholders can be legally citizens and residents of any country, the neobanks do not accept shareholders from all countries.
  • Be aware of the compliance procedure: if the contribution capital that is paid to the capital account does not come exactly from the account of the shareholders and in relation to their share subscription, some banks send back the payment, close the account and charge enormous fees.
  • Alternatively, it is possible to create a company with contribution in kind (can be gold, a wallet that is deposited at an auditor, a subsidiary, a property, a car, an inventory; it needs a contribution in kind agreement and a formation report plus auditor confirmation). You can also buy a readymade GmbH or an AG as a shelf company, whereby in the case of an existing company, a shelf company, certain criteria must be observed for legal reasons.

5- As soon as we receive your documents and the receipt from the bank, we sign on your behalf at the notary in the Canton Zug the statutes (articles of association) and memorandum of association for the AG or for the GmbH and submit the application documents (list of documents below) for company registration.

Within usually two weeks the commercial registry (“trade register”) of the Canton Zug will register the company and send the original extract.

Company formation or takeover of a company is offered by us only together with ongoing services (accounting etc.), because this way we know the activities of our clients. If we also assist the company to apply for a bank account, please be aware that banks perform their own customer due diligence and even their customer relation managers do not know the compliance people.

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What Happens After Incorporation?

  1. If you have already approached banks to open a business bank account, we send the original extract and the second set of the notarized documents to the bank of your choice.
  2. We also have contacts to some online banks who offer to our clients a special service: our specialized banking support employee collects the data and documents and makes an upfront check with a key account manager. Then there will be a video conference call with our customer, our employee and the key account manager where the application is entered into the platform. This ensures proper quality of the submission. Then the business bank account will be opened within hours and you get IBAN and card.
  3. Setup of accounting infrastructure, questionnaires from authorities,
  4. Logo and stationery, stamp, domain, email and website (recommended).
  5. VAT registration is also recommended to deduct VAT on purchases. Companies without VAT registration can have sales up to 100.000 CHF p.a., and international invoices work with 0 VAT and “reverse charge” clause”. However, if a company imports services, there is a free threshold of 10.000 CHF p.a. If the amount for services purchased abroad is above this threshold, the corresponding VAT must be declared. If there is no VAT number, it cannot be recovered).
  6. Hiring proper staff in Switzerland takes time. In many cases it is recommended to hire a person part time and then extend the weekly work time later. Many companies first engage temporary employment agencies who also act as recruitment agencies. They send people on demand, and when a person fits, it is possible to employ that person and pay a recruitment fee.   

10 Ways to Save Structure Costs in Switzerland:

With the following steps, customers can reduce the running costs for accounting and compliance to less than half.  Switzerland is one of the most productive countries worldwide. Productive sectors result in higher wages, and the wages of other sectors adapt to this higher level over time, too. (“Balassa- Samuelson Effect”). Consequently, it is recommended to analyse which activities in Switzerland are more productive or necessary for tax purposes, and to outsource other ones to countries with lower costs.

  1. Appoint foreign board members who have their residence outside Switzerland: Swiss regulation puts liabilities on board members of all kinds. Art. 305 criminal law defines „neglect of professional due diligence “as a criminal offence, and so nominees are often scared. Therefore, Swiss resident board members experience higher pressure from authorities. If the board members live in a country with lower or no tax, there may be different risk rating with Swiss banks, but such a structure results in less costs and an overall legal and tax advantage. Foreign board members need no special permit. It is not mandatory that they receive a compensation or salary.
  2. Save costs with the mandatory Swiss resident person. According to art. 718 and art. 814 Swiss Code of Obligations, you need at least one Swiss resident with signature rights, but a person without formal responsibility as a board member demands less fees. To avoid misuse, you can appoint two Swiss residents with joint signatory rights.
  3. Avoid professional fiduciary relationships and nominee directors: do not pay just for compliance, but for real services that create benefits for you.
    • A nominee director who is a professional trustee and therefore qualifies as a professional financial intermediary is an expensive solution: often there is limited interest in the business, a delay in the activities, the person is not permanently available, and there are permanent compliance checks. You pay for compliance but receive no real services that create benefits for you.
    • For nominee directors, the legislation defines two criteria: non-active company and professional intermediary. If the company is active, less compliance bureaucracy is required. If a company qualifies as passive and if a board member is professional intermediary, the board member must join a regulatory body, to document all relevant transactions and to keep special records.
    • If the company is not clearly active, the board members do not qualify as professional intermediaries, if their revenue from the activities is less than 50.000 CHF per year, if they have less than 20 contracting parties, if they have less than 5 million CHF under administration or if they handle less than 2 million CHF external transaction volume.
    • At the end of 2025 there was a case where a Swiss nominee director of around 70 companies completely disappeared. Some desperate customers came to us and asked for help, and many other companies faced legal action, no one did anything for the companies anymore, and the funds remained blocked in the bank.
  1. Make sure there is an active business: with active business or as a holding with majority of assets in one or more active companies, the company does not qualify as “domicile company” and the board can avoid additional anti money laundering bureaucracy.
  2. Make sure relevant double tax treaties (double taxation agreements) are applicable: this requires periodical presence and major decisions in Switzerland (or maybe in countries with lower tax and costs).
  3. For doing business, we recommend having at least two bank accounts in different countries: banks are suppliers of relevant infrastructure; a second account reduces dependencies and increases flexibility. In case a bank starts to be problematic, it is easy to move the money to the account at the second bank. If there is only one account, it is stressful to start a new opening procedure under time pressure. Remember: a Swiss company can have bank accounts in every country. Several banks worldwide offer good conditions.
  4. Do not submit bills with small amounts to the bookkeeping: with rather low tax rates in Switzerland, it is cheaper to pay tax than to pay high bookkeeping costs. Collect bills for expenses during the year, sort them, calculate totals and recharge them in one block.
  5. Avoid withholding tax: organize an exit for your profits to a holding in a country with zero withholding tax. You can also create a foreign company with Swiss branch, if you do not live in Switzerland or plan to migrate from Switzerland. Alternatively, there can be profit sharing with a company in a low tax country or management in a low tax country that charges proper fees.
  6. Make sure that the company has declared that it does not need an audit if such an audit is not mandatory. A waiver is possible if the company does not exceed two of the following threshold values in two consecutive financial years (Art. 727 OR): CHF 20 million balance sheet total, CHF 40 million turnover and 250 full-time positions.
  7. Decide if you need a full address or if a c/o address is sufficient. The criteria for the commercial register to register a regular address vary among the Cantons. In most cases they require proof of a separate area (in a shared office), a separate post box and a presence, so registered mail can be delivered. For those who can handle the tasks in blocks, like a holding, it is possible to join a shared office and have a c/o address. However, some Swiss banks qualify a c/o address as a higher risk.

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Costs for Formation and for Ongoings Services for a Company in Switzerland?

Costs for Formation and Registering an AG or a GmbH in Zug Switzerland?

When you form a GmbH or an AG, calculate our formation prices from 1500 CHF plus notary (between 600 CHF and 1500 CHF dependent on the structure) and public fees (between 500 CHF and 700 CHF). You also may need a domicile (from 1200 CHF per year) and a Swiss resident person (from 900 CHF per year). After prepayment, we start the formation procedure.

Zugimpex – Professional Services

  • At Zugimpex, clients receive since 2008 advice and comprehensive services in Switzerland (and other countries) from one source for their company, including accounting services and tax declarations, where we have access to the online declaration forms. Based on the requirements, we recommend the best types of structures.
  • Our 3 offices employ over 20 full-time employees, the majority of whom have university degrees. Our quality management ensures that we work reliable and are accessible.
  • We assist you to clarify together with your local advisor how to define mobile processes, which activities you can exercise from your foreign company, how you handle legal situations in international context and how you deal with existing or pending contracts.
  • Two times a year there is a regular call where we discuss with you your overall situation, the activities of the company, the strategy and how it can be used in addition. This helps to increase your overall profit and the tax savings.
  • 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 note: Zugimpex does not provide services to US citizens and to US residents, as this is the country with by far the highest incarceration rate in the world and therefore by far the highest risk of money laundering exists. In case of companies with domicile or in case of persons with residency in Germany, Italy or France, activities have to be coordinated with a local tax expert!!!).

Ongoing Costs for Accounting and Domicile Services for a Swiss Company:

  • As a Zugimpex customer, you benefit from clear and transparent pricing. Whatever the reasons for your Swiss company may be, we do our best to ensure that tax savings are at least 3 times higher than structure costs. Therefore we stress that a Swiss company in Zug should have a sustainable profit of at least 100.000 CHF per year.
  • Annual costs are mainly calculated by time and depend on the activities, starting from 3400 CHF per year: bookkeeping/accounting, VAT declaration per quarter or per month, balance sheet profit and loss statement and tax declaration. Keep in mind: the largest part of accounting time is spent sorting documents, matching payments, and contacting customers about missing documentation or unclear information (e.g., when there are payments without an invoice).
  • Switzerland has the highest labour costs in Europe, so processes have to be efficient. Therefore, we engage with the clients to improve automatization, but also to remind to send documents in time, complete in one block,  and in the required way.
  • Zugimpex works based on prepayment; our services are charged per time (134 CHF, 159 CHF and 300 CHF per hour), so customers who work efficient have lower costs. In addition, there may be costs for domicile (from 1200 CHF annually) and fees for a Swiss resident person (from 900 CHF annually).
  • Customers of Zugimpex receive monthly a delivery note showing the status at the beginning of the month, a detailed overview of the services during the period and the status at the end of the month. Such transparency is highly appreciated.

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FAQ About Swiss Company Setup:

What are the Benefits of a Company in Switzerland?
  • Swiss image and Swiss quality.
  • Legal opportunities, e.g., special regulation for ICO and crypto/ blockchain companies.
  • Starting a business in the country when customers prefer a local presence.
  • Reasonable taxation, especially in the Canton Zug, and many double tax treaties.
  • Switzerland is a neutral country with a hard currency, friendly and predictable public administration: The political systems of “Konkordanz” and of “Direct Democracy” ensures political stability: there is an ongoing coalition government. When this government proposes a law and the parliament approves it, the population still can ask for a referendum against the law. Several times a year, there is a voting about multiple national and regional subjects.
  • Secrecy of information for investors and their investment (e.g., the register of shareholders and the register of beneficial owners of an AG are currently kept at the domicile of the company, it is not submitted to the commercial registry; even here, beneficial owners only need to be registered if they own at least 25% of shares or control at least 25% of voting rights).
  • In EU countries, there is an obligation to publish certain financial data. This can be reduced with an EU branch of a Swiss company, because in most countries a branch cannot be forced to publish more than is required at the main seat.
  • In case of an AG, ownership of shares is bound to registration at the share register by the board and there may be conditions (e.g., a certain approval) that delay (on purpose) a change of ownership or voting rights. Shareholders rights can be isolated, waived or transferred temporarily to someone else (by power of attorney): the right to receive dividends, the right to vote and the right to sell the shares. Alternatively, a temporary delay of ownership can be organized with options, futures, and private profit-sharing contracts.
  • It therefore often makes sense for entrepreneurs to set up an AG (share company) as a holding company because the shareholders are not known to third parties and the shares can be sold or pledged unbureaucratically. This protects against family desires, enables structuring in the event of inheritance and secures assets in countries with an uncertain political structure.
  • In case of GmbH, silent partnerships or participating loans are possible instruments on the contractual level that allow investors to invest into an entity without being named in the commercial register.
  • According to Swiss law, an asymmetrical distribution of profits is possible based on a resolution of the shareholders’ meeting or general meeting.
  • Consolidation of accounts is not required according to art. 963a Swiss Code of Obligations, if the company together with the controlled undertakings(s) does not exceed two of the following thresholds in two successive financial years: balance sheet total of 20 Mio CHF, sales revenue of 40 Mio CHF, 250 full-time positions on annual average.
  • A Swiss company with international business can have its accounting in Euro as so called functional currency and use the English language (Art. 957a OR). In this case, the financial statement and the tax declaration must include the CHF equivalents and the exchange rate needs to be explained.  VAT declarations must be made in CHF, the tax administration publishes an exchange rate for this purpose.
  • When a company is formed after 30.6. of a year, the first business year can be extended up to 18 months. There is no need to wait for the next calendar year to avoid an additional financial statement.
  • The director of a Swiss company does not need to be employed as an employee, and no social charges are required. However, director’s fees are subject so social charges, but this can be avoided if director’s fees are invoiced by a legal entity.

Most common form of companies:

  • Gesellschaft mit beschränkter Haftung (GmbH) – Limited Liability Company – shareholders are registered publicly.
  • Aktiengesellschaft (AG) – Joint Stock Company –share register held at the domicile.
  • Zweigniederlassung – Branch of a foreign entity.

Additional options:

  • Kommanditgesellschaft (KG) – Limited Partnership.
  • Kollektivgesellschaft – General Partnership.
  • Einfache Gesellschaft – partnership without registration.
  • Einzelunternehmen, Einzelfirma – Sole Enterprise, Sole Trader.
  • Genossenschaft – Registered Cooperative.
  • Verein – Association.

For further information:

Company Structures
  1. Power of attorney (notarized, apostille) to sign your documents at the Swiss notary, if there is no personal visit or online procedure.
  2. Sample signature of each board member (notarized, apostille or legalization if from abroad). Board members can be citizens and residents of any country. There is no requirement for a Swiss resident board member, signature rights are suffucient.
  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 (registered office) and flexi desk or office rental contract.
  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 the obligation for independent annual audit.
  10. Customer Due Diligence Form – Identification, Beneficial owner form and Know your customer.
  11. Application to the commercial registry.
  12. Passport or ID copy of every founder and board member plus proof of residency.
  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 of the shareholder to incorporate a subsidiary. If the holding country is no member of the Hague Apostille convention, there are procedures for authentication which are expensive and take time. In such cases we recommend forming an AG, to make the formation with a natural person as shareholder first and then sell the shares to the holding.
  • Gold and metal traders are obliged to perform due diligence, but requirements are easier than those for banks.
  • The founder contacts a well reputable gold trader, fills in a form, sends it together with his passport and then signs a contract to buy gold bars. Then he transfers the money, travels to Switzerland, picks up the gold bars and brings them to the notary as a contribution in kind.
  • In a contribution agreement, the founder confirms that the company can dispose of the contribution immediately after registration without restriction.
  • A founding report is prepared in accordance with Art. 635 OR and Art. 777c OR on the nature and condition of the contributions in kind and their appropriate valuation.
  • The founder shows the gold bars with the certificate to an approved auditor.
  • The auditor confirms the founding report.
  • In the articles of association, which is signed at the notary, and in the entry in the commercial register, reference is made to the non-cash contribution contract and the founding report. There are cases where one person forms the company and another buys the shares after the company is formed. 
  • After the company is formed, the company opens a bank account. Then the director can go to a gold trader, sell the gold bars and arrange that the proceedings are paid to the bank account of the new formed company.
  • The founder opens a wallet with a well-known provider and deposits the amount in a “stable coin”.
  • In a contribution agreement, the founder confirms that the company can dispose of the contribution immediately after registration without restriction.
  • A founding report is prepared in accordance with Art. 635 OR and Art. 777c OR on the nature and condition of the contributions in kind and their appropriate valuation.
  • The founder hands over the “public code” (not the “private code”) of the wallet to an approved auditor and provides him with proof that the funds come from clean sources.
  • The auditor confirms the founding report.
  • In the articles of association, which is signed at the notary, and in the entry in the commercial register, reference is made to the non-cash contribution contract and the founding report. There are cases where one person forms the company and another buys the shares after the company is formed. 
  • After the company is formed, the company opens a bank account. Then the director can use the wallet or sell the wallet and arrange that the proceedings are paid to the bank account of the new formed company.
  • Such an entity can immediately be used, it is possible to change the company name and the activity.
  • However, not every company can be used, because laws prohibit the commercial registry for the registration of changes of shareholders  if the GmbH is inactive (only has financial assets) and if there is no business activity. Therefore, care must be taken that an activity can be presented in the income statement and the company has some tangible assets, when the share transfer is done. Before such a company is sold, the existing director can start again activities and eventually expand the object before his resignation and other changes happen, so an interim income statement with solid revenue can be presented.
 
  • For shelf companies, there are offers on the market which we cannot recommend:

     

    • Less reputable providers offer inactive shelf companies (shelf GmbHs or shelf AGs) on several websites and propose to relocate such a company to a specific Canton where the commercial register accepts the registration of a shell company. After several months, the shelf GmbH shall be further transferred to the final destination. While the price for the GmbH seems attractive, the customer is charged enormously high costs for the double transfer and for the domicile in the host canton.
    • There are also providers who offer a GmbH shell or a AG shell as shelf company, although they are entitled, but have not received a corresponding power of attorney. Initially, prepayment is requested and after the customer has paid in advance, they declare that they are only acting as an agent. To avoid long delays and eventually changes or refund of the fees, we recommend: before paying anything, ask such a provider to show a proper power of attorney to sell the company. In the case of an AG (joint-stock company), the shares should also be physically available.

This structure works like a Swiss business with additional benefits:

  1. A Swiss branch of a foreign company works like a Switzerland company and the branch can act as a holding company as well. The manager of the main seat can run the branch if a Swiss resident person with signature rights is appointed.
  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. However, there are restrictions if the main seat is an offshore company.
  3. Later, you can transfer money almost tax free from corporate to private level using the right foreign structure. There is no need to change your private residence.
  4. Minimum share capital contribution for a foreign entity is low, the branch does not need any initial capital.
  5. You avoid the challenging task to open a blocked capital deposit account for the initial capital. Foreign banks treat you friendly and act quickly if you want to open a bank account.
  6. Some foreign law has less bureaucratic regulations with regards to nominees.
  7. All steps can be done with power of attorney.
  • Short-term business visits (meetings, board meetings, negotiations) are allowed without registration for up to 8 days per calendar year in most cases.

    If you are an EU/EEA citizen, there is an online notification procedure for up to 90 working days per calendar year, registration must be filed at least 1 day before work begins. In sensitive sectors like construction, notification is still required even if the assignment is less than 8 days.

  • Those who want to stay in Switzerland for 90 days per year or continuously, need to apply for a Swiss work and residence permit (L permit for short-term assignment, B permit for long-term).
  • If you are a Third-Country National, there can be a non-gainful activity for up to 8 days per year (board meetings etc.) but for gainful activities, a work permit is required from day 1. The short-term work permits often do not fall into the quota system (4000 L and 4500 B permits for Third Country Nationals). The notification procedure is not applicable, even if you reside in the EU. Third Country Nationals with L or B permit who want to work in another Canton need for this an approval.
  • If you are a Third Country Nationals from countries which require a visa, you must obtain a Schengen C business visa, and you can stay 90 days within a 180 days period in Schengen. However, for gainful activities you need a Swiss work permit.
  • Secrecy of information for investors and their investment (e.g., the register of shareholders and the register of beneficial owners of an AG are currently kept at the domicile of the company, it is not submitted to the commercial registry; even here, beneficial owners only need to be registered if they own at least 25% of shares or control at least 25% of voting rights).
  • In EU countries, there is an obligation to publish certain financial data. This can be reduced with an EU branch of a Swiss company, because in most countries a branch cannot be forced to publish more than is required at the main seat.
  • In case of an AG, ownership of shares is bound to registration at the share register by the board and there may be conditions (e.g., a certain approval) that delay (on purpose) a change of ownership or voting rights. Shareholders rights can be isolated, waived or transferred temporarily to someone else (by power of attorney): the right to receive dividends, the right to vote and the right to sell the shares. Alternatively, a temporary delay of ownership can be organized with options, futures, and private profit-sharing contracts.
  • It therefore often makes sense for entrepreneurs to set up an AG (share company) as a holding company because the shareholders are not known to third parties and the shares can be sold or pledged unbureaucratically. This protects against family desires, enables structuring in the event of inheritance and secures assets in countries with an uncertain political structure.
  • In case of GmbH, silent partnerships or participating loans are possible instruments on the contractual level that allow investors to invest into an entity without being named in the commercial register.
  • Consolidation of accounts of companies is not required according to art. 963a Swiss Code of Obligations, if the company together with the controlled undertakings(s) does not exceed two of the following thresholds in two successive financial years: balance sheet total of 20 Mio CHF, sales revenue of 40 Mio CHF, 250 full-time positions on annual average.
  • Evidence for substance can be required by the tax authorities at the jurisdiction of a foreign entity (customers, connected enterprises) in order to accept expenses (e.g., invoice from the Swiss company). Also, check which international tax treaties are applicable and which requirements for substance they define. Most foreign tax authorities ask for a tax residency certificate which is issued by the authorities on demand.
  • Regarding Swiss banks, Swiss law differentiates between “active” and “passive” companies. For a passive company that mainly administrates assets, reporting from a Swiss bank may go to the country of residence of the shareholders. However, reporting from a foreign bank goes almost always to Switzerland.
  • Usually, substance includes the place of business and staff. A Swiss director is not required. But all the important decisions and major tasks shall be done in Switzerland or at least outside the country of residence of the director if this is a high tax country. The burden of proof in the residence country will be with the director, so evidence shall be collected. Processes shall also be structured in a way that no country can claim a permanent establishment of the Swiss company in their country if this is not intended.
    • For the place of business, the rental in the business centre with proper equipment is usually sufficient, at least at the beginning.
    • Regarding staff, it is usual to employ staff part time. This is done particularly with elder employees. The second pillar of social security requires a certain threshold, and this second pillar of costs can be avoided with part time employment.
    • For employments up to 2500 CHF per year, there is no requirement at all for social charges. When the employees are living outside Switzerland (e.g. home office), this can be a reasonable amount and at the same time such a contract can provide proof of substance. They can be regular part time employees of the Swiss company and work in countries with low tax and lower wages.
    • Another possible solution is to temporarily post a person from another country to Switzerland. This person remains in the social system of his home country and benefits from low Swiss tax on the salary. This structure is useful when the original residence country has a low ceiling for social security contributions or when the maximum level in the home country is already given (if the tax progression according to article 23 does not kick in negatively).
    • A Swiss company can have employees who live and work in another country. This is evidence that the company has substance outside the residence country of the shareholder or manager, however not in Switzerland.
    • It is even possible to have e.g. several Slovak persons working from home office part time for less than 2500 CHF per year which is the threshold for social security registration in Switzerland. The Swiss company can show substance, in Switzerland, there is no need for registration, and in Slovakia, there is only 19% income tax (see our page about taxation in Slovakia).
  • Will the residency in another country (e.g. Germany) trigger local taxation for the company? – to avoid this, it is necessary to collect evidence that the place of effective management is not in the country of residency. Therefore, important decisions shall never be done and documented in the residence country. However, it can be done from a third country on a business trip. The whole topic is dangerous when there are nominee arrangements that are found out, and this is one of the reasons why we do not recommend it. 
  • Can you live in another canton and have a company in Zug? Yes, this is possible if there is evidence that the effective place of business is not in the residence canton.

For further information:

International Tax Planning and Substance
  • The director of a Swiss company does not need to be employed as an employee, and no social charges are required.
  • However, director’s fees are subject so social charges, but this can be avoided if director’s fees are invoiced by a legal entity.
  • Zugimpex assists to organize the international expansion based on experience in the consulting business after the opening of Eastern Europe.
  • First, the group needs a technical setup for remote work and support staff in low wage countries to ensure the necessary capacities.
  • Second, there is the need for standardized processes, not only in fulfilment, but also in marketing, sales, controlling and recruitment.
  • Third, processes shall be improved and automatized.
  • Fourth, when standardized processes for international expansion and growth are established, they allow the system to be quickly multiplied and financed. Capacity planning of key personnel is important.
  • Fifth, the expansion shall be rolled out geographically in form of a star and additional regions can be added similar to a construction of a group of residential buildings.
  • We assist the Swiss company in planning the requirements and inform about the special Swiss employment conditions.
  • Advertising, preselection and scheduling of video interviews can be offered. If required, we can organize background checks, too.
  • After your decision, we provide all necessary registrations for your employees and we can support applications for work permit, (B permit for Third Country Nationals is difficult to receive if they have no high formal education).
  • We administrate monitoring of actual working time, ongoing payroll, and social charges, so you need just to transfer the amounts.
  • From the very beginning, we provide you with a guideline and the necessary sample texts how to terminate an employment correctly, so you have everything ready in case it is required.
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According to Art. 60-79 of the Swiss Civil Code – necessary steps:

    • Written statutes with at least a description of the organization, means and purpose. The will to exist as an association and the means to finance the fulfilment of the purpose (such as membership fees, donations, operation of a bar at events, etc.) are presented. Other regulations concern the circle of possible members, regulations on the admission, entry and exit of members, tasks of the general assembly, appointment and dismissal of the board. It is recommended to provide information on how membership fees are determined and collected, that the association is only liable with the association’s assets and that in the case of associations that are not forced to be entered in the commercial register, an income and expenditure account is sufficient for accounting.
    • Minutes of a founding meeting with at least two founding members, at which a board of directors is elected to sign the minutes and the statutes. This means that the association is already legally v
    • Board minutes: usually it is determined that the elected board of directors itself (president, secretary, treasurer) determines the signing rights. At most, a registration with the commercial register can be made. This is necessary if the association operates a commercial business and achieves a turnover of over CHF 100,000. Registration can be voluntary, for example if the association wants to hold shares in companies or appear reputable. Note: if an association submits an application for tax exemption and it is approved, members can claim donations as an expense for tax purposes.

You Have Already Offers – Ask Us 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:

  • Your service provider charges high costs – higher than expected, especially as fiduciary.
  • Your service provider has rarely time or he answers your questions late, general or never.
  • You have the impression that your service provider does not fully act in your interest.
  • Your service provider permanently tries to frighten you without offering economically reasonable solutions.
  • You think about changing the canton.
  • Your company structure does not consider a tax-free exit – your money is stuck in the company.
  • You have the impression that there may be other solutions to some topics.

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