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How to establish a company in Switzerland  
 
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Newsletter Archives 2004
  April, 2004 Newsletter
 

How to register
a company in Switzerland
 

 General principles
 
As a rule, the freedom of trade and industry, guaranteed by the Swiss constitution, allows everyone, independently of nationality or residence, to establish and operate a business in Switzerland. There is much less "red tape" in Swiss business regulation than in the UK, France, Italy or Germany.
The entrepreneur or existing foreign business have the choice between a privately or publicly owned company. The most common legal forms are the limited liability company and the corporation.
 
Limited liability company – GmbH
The limited liability company is a legal entity, in which two or more persons or companies come together in a new company. The company's liability is limited to the amount of the registered capital that must be at least 20,000 Swiss francs ( 50% of which to be deposited at the moment of registration).
 
Corporation – AG
The corporation or joint stock company is the most widespread type of company in Switzerland. Foreign companies often choose this legal form for their Swiss subsidiary. 100,000 Swiss francs of registered capital, of which 50,000 francs must be deposited at the moment of incorporation, required.
 
 Tax incentives available
 
Switzerland offers foreign businessmen a comprehensive, flexible tax program for new activities. All tax incentives and exemptions are subject to ruling by the tax authorities of the canton, where the project will be realized.
 
Industrial company
A newly created industrial company might be qualified for the cantonal, municipal and federal tax alleviations on profit and capital:
- maximum exemption of 100% of taxable profit and capital
- maximum duration of 10 years
 
The decision depends on the approval of the company's business plan by the bank, the canton, and the federal government. These entities take into consideration the company's activity and contribution of the project to the canton.
 
Mixed company (company with international activities)
International services company that is controlled from abroad and has at least 70% of its revenues coming from abroad, might be qualified for a privileged tax rate:
- maximum between 10 to 11 percent taxation of profits resulting
  from foreign revenues
- taxation of capital between 0.1 to 0.16 percent
 
This rate applies mainly to revenue coming from international commercial activity (purchase and sale of any products that do not pass through Switzerland), account management (financing, cash management, currency), licenses and patents, operations of European or international headquarters (accounting, salaries, etc.), leasing and marketing.
 
Domiciliary company
International services company that focuses exclusively on administrative activities, is not engaged in any commercial activities and has practically no Swiss revenue (less than 5%), might be qualified for a privileged tax rate:
- maximum between 9 to 11 percent taxation of profit
- taxation of capital between 0.1 to 0.16 percent
 
Principal company
Swiss company that is part of an international group and sells its goods through foreign commissionaires, who are part of the same group. The Swiss authorities may consider such commissionaires as permanent establishments of the respective Swiss company acting as the principal. The tax authorities can reduce the taxable profit realized by the Swiss principal to 50%, cutting the overall tax burden to a level between 6 to 8.5 percent.
 
Service company (cost plus)
Administrative company that performs functions or services for foreign-affiliated firms, offering administrative, technical, scientific, or marketing assistance. Such costs are covered by an affiliated entity that in most cases is the parent company. Such administrative companies are taxed according to the system of cost plus. The tax burden is between 1 to 2 percent of the local direct expenses, mainly salaries, and rent.
 
Holding company
Both the cantonal/municipal and federal authorities give preferential treatment to holding companies, for an unlimited period of time. Companies holding at least 20% or 2 million Swiss francs of the nominal capital of other companies, pay a reduced tax on the earned dividends (participation exemption). The reduction of the tax due is based on the ratio of the net dividend income from qualifying participation to gross profit.
 
In addition, all cantons relieve pure holding companies from all income taxes (holding privilege). The end result is that all dividends, and any profit from sale thereof, and even interest income, etc. are tax-free at the cantonal and municipal levels. A holding privilege situation exists if, at least, 2/3 of the assets are equity investments or 2/3 of the income is equity investment income.
 
As a result, pure holding companies just pay 8.5% federal tax (effective 7.8%) on the income not qualifying for the participation exemption.
 
 Registration procedure
 
We provide personalized assistance in obtaining authorizations you
need to incorporate your company in Switzerland, and in negotiating tax arrangements with the cantonal authorities, to help you benefit from the unparalleled Swiss tax environment.
 
The more clearly and concretely the business strategy is defined at
the initial stage, the faster it is possible to move from planning to implementation of your project. Once we've checked that your desired company name is free, and the capital has been deposited, a company can be registered in one-two weeks.
 
We are here to help you succeed in Switzerland. You can benefit from our experience in setting up foreign businesses and from having to deal with only one representative throughout the entire procedure.
 
 

Want to establish a company?

  
 
Limited liability company – GmbH
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purpose: trade / manufacture of goods, or other commercial activities under the name of a company
Capital: CHF20,000 (minimum 50% must be deposited)
Founders: at least 2 members (physical persons or legal entities)
Governing bodies: at least one Managing Director, domiciled in Switzerland
Liability: company's assets
Advantages:
- limited liability
- only 2 founders required
- low minimum capital
Disadvantages:
- low flexibility
 
Joint stock company – AG
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purpose: trade / manufacture of goods, or other commercial activities under the name of a company
Capital: min. CHF100,000 (at least CHF50,000 must be paid)
Founders: at least 3 founding shareholders (physical persons or legal entities)
Governing bodies: majority of the board members with domicile in Switzerland (Swiss citizens or citizens of a member state of the EU/EFTA)
Liability: company's assets
Advantages:
- limited liability
- simple transfer of shares
- investor anonymity
Disadvantages:
- high administrative cost
- Swiss majority in the board
 
 
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in Europe or virtual office
in Switzerland,
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