Switzerland has a stable, prosperous and high-tech economy and enjoys great wealth. The country benefits from a credible reputation, stable economic climate and has one of the most developed financial systems in the world. Besides being synonymous for its banking, financial, pharmaceutical and watchmaking industries, Switzerland has now positioned itself as a key hub for start-up businesses in the fields of fintech and cryptocurrency. Switzerland is home to several large multinational corporations and has an overwhelmingly private sector economy and is a relatively easy place to do business. Company incorporations in Switzerland vary depending on the business activity of the company, the legal form, and the business purpose.
Signature Private Office offers a fast and efficient company incorporation service, the creation of business structures, the transfer of assets to Switzerland, and the other aspects of corporate planning.
ADDITIONAL INFORMATION
A company registration in Switzerland can be either Gesellschaft mit beschränkter Haftung (GmbH) or Societé à Responibilité Limité (SARL) – basically a private limited liability company; or Aktiengesellschaft (AG) or Societé Anonyme (SA).
The client chooses their preferred canton and company name. A company name availability check is carried out with the Switzerland Federal Registry. The Swiss authorities reserve the right to approve the name of the company prior to registration to ensure the uniqueness of all company names. If your preferred choice of company name is available, it will be reserved for you.
The company memorandum and articles of association and other documentation are prepared, and a Swiss bank account opened in the name of the proposed company. The shareholders then transfer the capital to the bank account. The bank will then ‘freeze’ this capital for a few days and issue a certificate to the notary confirming that the capital has been deposited. The notary then proceeds to register the company at the Commercial Register. The capital is then ‘unfrozen’ by the bank and is immediately available for the company’s use.
The Commercial Register then issues the relevant documents of incorporation and the company registration process is complete.
Companies registered in Switzerland are subject to three different types of taxes – federal taxes imposed at a national level, cantonal taxes imposed at the level of each Swiss canton (also known as the corporate tax), and communal taxes imposed at a communal level. The Swiss canton tax varies between 11.5% and 24.2%. Some cantons offer tax incentives for entrepreneurs who set up their businesses there.
Geneva and Zurich are obviously internationally recognised centres and can offer a highly credible image to companies established there. However, the cantons Zug and Lucerne are also extremely popular and offer one of the lowest tax rates of all the cantons in Switzerland. Zug is one of the world’s leading commodities trading centres and is also home to many major international corporations. Signature Private Office has the necessary skillset and expertise to incorporate companies in all of the cantons.
The numerous double taxation treaties that Switzerland has in place with various jurisdictions around the world offer fiscal relief to investors and shareholders. Therefore, there is no risk that your company will be taxed in two countries.
Swiss company structures are either Gesellschaft mit beschränkter Haftung (GmbH) or Societé à Responibilité Limité (SARL) – basically a private limited liability company; or Aktiengesellschaft (AG) or Societé Anonyme (SA). When registering a company in Switzerland, the share capital will vary depending on the type of company – SARL/GmbH or AG.
The minimum share capital to set up a SARL/GmbH is CHF 20,000 and not more than CHF 2 million. The share capital has to be fully paid up on the day of incorporation into a Swiss depository bank. The contribution of each shareholder must be in multiples of CHF 1,000. At least 50% of the share capital, that is, CHF 10,000 (where the minimum is issued), must be paid up at the time of incorporation. Limited liability companies cannot issue bearer shares. The issued shares are CHF 100 each.
The share capital to set up an AG is CHF 100,000 and there is no maximum. At least 20% of the share capital with a minimum of CHF 50,000 must be paid initially. The capital is divided into shares with a minimum par value of CHF 10. If the company has no need for additional cash, the balance does not have to be paid up within any specific period of time and may just remain as a potential liability of the shareholders toward the company.
A company has a choice of the class of shares to be issued, or it can issue multiple classes. If the company issues bearer shares, then the capital must be fully paid in.
Swiss companies must have at least one shareholder. There are no restrictions with respect to the nationality or the domicile of the shareholders. As long as you abide with the rules and regulations of the Swiss law, foreign investors can benefit from the same business opportunities as local entrepreneurs.
Every company in Switzerland must have a registered office which must be a physical address in Switzerland. This is the official address of the company and where all the company’s official statutory documents, registers and company seal are kept. Signature Private Office can provide your Swiss company with a registered office address.
A Swiss company must have at least one director. At least one of the directors of the company must be a resident in Switzerland. Therefore, where only one director is envisaged, he/she must be Swiss. Where foreign directors are to be appointed the Swiss directors must be in the majority. However, it is now possible for an EU or EEA citizen, resident in Switzerland, to act in this capacity, and sit on the Board of Directors.
A Switzerland Shelf Company is a ready-made company which has no assets or liabilities. All ready-made companies are dormant with dormant accounts being filled annually to ensure they have remained in a state of good standing since incorporation.