Company Formation in Switzerland- 5 steps
quick incorporation, easy registration without travel:
- First you will send us an agreement to register your company, then we will contact you to clarify the basic information. In addition, our manager will meet or phone with you to ensure correct and complete information.
- We prepare all documents including a power of attorney from the shareholders while you send us a little deposit and then we mail them to you.
- You just need to sign the documents and send the original, some papers must be signed notarized with apostille (requirement for proof).
- In the meantime the shareholder(s) will open a blocked account at a Swiss bank, pay the deposited capital to this fiduciary account (exactly from the private account) and instruct the bank to send us a receipt.
- 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).
- If 3 banks do not accept the shareholder as a customer, create a company with capital in kind or buy an existing one, a so called shelf company.
- As soon as we receive your documents and the receipt from the bank, we sign on your behalf at the notary the statutes (articles of association) and memorandum of association and submit the application documents (list of documents below). So legally, you are the incorporator.
Within usually two weeks the commercial register of the Canton Zug will register the company.
Company formation or takeover of a company is offered only together with other 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 do their own due diligence, so we have little influence on their decision.
7 steps to save structure costs, so your Swiss company pays off:
- Appoint foreign board members who have their residence 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 signatory rights. Foreign board members need so special permit.
- Avoid professional fiduciary relationships: do not pay for compliance, but for services that create benefits for you.
- Make sure there is an active business: with active business, the company does not qualify as “domicile company” and the board can avoid additional anti money laundering bureaucracy.
- 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).
- Run at least two bank accounts in different countries: banks are suppliers of relevant infrastructure; a second account reduces dependencies and increases flexibility. Check our guideline how to deal with banks and you will have more success in opening a bank account.
- 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.
- Make a foreign 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.
Company Formation in Switzerland – benefits:
- Swiss image and Swiss quality
- legal opportunities, e.g. special regulation for ICO and crypto/ blockchain companies
- local customers require presence
- Reasonable taxation, especially in the Canton Zug, and many double tax treaties
- Stable political environment, friendly and predictable public administration
- Secrecy of information
Legal Forms and Types for Swiss Companies:
Most common form of companies:
- Gesellschaft mit beschränkter Haftung (GmbH) – Limited Liability Company
- Aktiengesellschaft (AG) – Joint Stock Company
- Zweigniederlassung – Branch of a foreign entity
- Kommanditgesellchaft (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
Zugimpex: Professional Services:
- At Zugimpex, clients receive comprehensive services in Switzerland from one source for their company. Based on the requirements, we recommend the best types of structures
- 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. 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 !!!)
- Fair calculation:
- company formation Switzerland- costs/prices: 2600 CHF including domicile, flexi desk and basic post service, excluding notary and public fees. Not included are also the fees for a Swiss resident person, if required.
- 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/accounting, VAT declaration per quarter or per month, annual 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 as consultants in international business and in international tax planning
- If you plan with us your setup, your operations and the transfer of functions, your corporation in Switzerland will open and operate successfully.
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:
- 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 fiduciary 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 take into account a tax free exit – your money is stuck in the company
- You have the impression that there may be other solutions to some topics
Option: Slovak or Latvia company with Swiss branch –
works like a Swiss company with additional benefits:
- A Swiss branch of a foreign company works like a Swiss company and the branch can act as a holding as well.
- 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.
- 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.
- Minimum capital for a foreign entity is low, the branch does not need any initial capital.
- You avoid the challenging task to open a blocked bank account for the initial capital. Foreign banks treat you friendly and act quickly if you want to open a bank account.
- Some foreign law has less bureaucratic regulations with regards to nominees.
- All steps can be done with power of attorney.
Additional information: List of Documents to register a Swiss Company:
- Power of attorney (notarized, apostille) to sign your documents at the Swiss notary.
- Sample signature of each board member (notarized)
- Copy of the Articles of Association which we will sign later at the notary for you
- Copy of the Memorandum of Association, the deed that we will sign later at the notary for you
- Appointment and Contract with one or two Swiss resident(s) with signature rights
- Contract regarding domicile and flexi desk or rental contract for an office
- Contract with Zugimpex and power of authority to represent to authorities
- Declaration Stampa / Lex Friedrich (regarding real estate purchase)
- Declaration to waive annual audit
- Customer Due Diligence Form – Identification and Know your customer
- Application to the commercial register
- Passport or ID copy of every founder and board member
- 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 June 2018)