company-registration

Company Registration in Switzerland

Types of companies in Switzerland

Following are the types of Swiss legal entities that Foreign and local investors can choose from:

  • limited liability companies
  • stock companies
  • sole proprietorships
  • limited partnerships
  • general partnerships

The minimum numbers of two shareholders are required in a Swiss limited liability company, which is very beneficial for small or medium enterprises. These are most suitable for businessmen who want to start and beneficiate from limited responsibility restricted to their financial contributions. The company is also supposed to have a manager.

All the decisions regarding the business are taken in an annual general meeting that company must hold at least once a year.

It is recommended to open a Stock Corporation in Switzerland for the entities that own a larger amount of capital which requires higher credibility in the market. The mandatory condition is at least three founders must have draft of the deed of incorporation and the major decisions are taken in the general meeting of the shareholders. Boards of directors, supervised by a committee of supervisors are responsible for day to day management.

Joint Stock Company can transfer their stock to the public easily through stock market but the shares of a limited liability company cannot be traded in the stock market freely.

There is no minimum capital required for registration if the two or more partners form a general partnership or a limited partnership in Switzerland. The incorporation of a partnership is based on an agreement signed by the partners. In limited partnerships there is at least one general partner with full responsibilities and rights in the entity and at least one silent partner with its rights and responsibilities depending on its contribution in the entity whereas in general partnership, all the members are liable for the entity’s actions and with the same rights to decide the strategies for the entity.

A sole proprietorship is a rare form of business, carried by a single individual with full responsibility for the entity’s actions.

Steps for incorporation of a company in Switzerland

It is necessary to open a bank account and deposit the paid-up capital to start the process of company incorporation in Switzerland. It is very important to have a receipt issued by the bank to register the company. After this step, it is important to:

  • draft the company’s articles of association in front of a public notary;
  • authenticate the incorporation documents and memorandum of association;
  • notarize the personal and corporate signatures on the application form.

In order to obtain the status of legal entity, these notarized articles are to be deposited at the local commercial register along with the bank receipt received for the paid up capital. It is also important to pay Stamp tax and process it, which can be performed at a bank or at a post office.

After this there are two more steps that need to be performed:

  • Registration for VAT
  • Registration of the employeesin the social insurance system

Minimum share capital of GMBH and AS in Switzerland

It is mandatory for the founders of an Aktiengesellschaft (Stock Corporation) to provide at least 100000 CHF at the time of registration while the German limited liability company (GesellschaftmitbeschränkterHaftung) must provide at least 20000 CHF at registration.

Documents necessary for starting a company in Switzerland

It is necessary for the investors to make sure that they have the important legal documents in order to incorporate a Swiss company. These documents include:

  • Authenticated articles of association
  • Declaration of non-investment in kind or chattels or founders’ privileges (the Stampa Declaration Form)
  • Permit for foreigners to purchase real estate (Lex Friedrich Declaration Form)

Along with those, it is important for the entity to prove that the initial capital was paid.

Formalities after incorporation

After receiving certificate of incorporation from Swiss Companies Register, the next step is to register for VAT and for taxation purposes. Certain businesses are required to get special licenses or permits depending on the type of activity being carried out. Swiss companies are required to file annual financial statements. The final step will be to register for social security and insurance.

Time of incorporation of company in Switzerland

Within approximately three weeks a Swiss company can be incorporated if the minimum share capital is provided and documents are submitted properly.

Legal assistance for opening a company in Switzerland

The foreign entrepreneurs who want to register a company in various cantons of the country such as Zug, Geneva and Zurich can take the help of our lawyers in Switzerland. Following are the legal services provided by our Swiss lawyers are:

  •        drafting the incorporation documents;
  •        registering for taxation;
  •        applying for special licenses and permits;
  •        tax minimization solutions;
  •        opening corporate bank accounts;
  •        business consulting.

For the registration procedure of companies residing in Switzerland and more details please contact our Swiss lawyers.