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How to establish a company in Switzerland  
 
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Newsletter Archives 2005
  January, 2005 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.
 
 Formal requirements
 
In order to create a Corporation, a minimum of at least three founders / shareholders required, who can be individuals or companies, of Swiss nationality or not, and residing in Switzerland or not. In other words, for the founders / shareholders, nationality and residence is not an issue.
 
As far as the board of directors is concerned, the rule is that a majority of Swiss or EU-members in the board required. In addition, a majority of the board of directors must domicile in Switzerland, regardless of their nationality.
 
Accordingly, a Stock Corporation can have only one board member, who resides in Switzerland and who is a Swiss / EU national, or three board members, of whom two are Swiss/EU nationals domiciled in Switzerland (exceptions possible for holding companies).
 
 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: CHF 20,000 (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. CHF 100,000 (at least CHF 50,000 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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