Company formation in Switzerland consists in taking several actions that include drafting the articles of association, the special forms from the company registration office, specimen signatures and passport copies. It is important to know that all procedures regarding company formation in Switzerland must be performed through a public notary. Finding a registered office, setting up a bank account and hiring a local accountant are also part of the company formation in Switzerland.
Incorporating a Gesellschaft mit beschränkter Haftung (Limited Liability Company in Switzerland). ALimited Liability Company in Switzerland is formed by at least two shareholders with a minimum share capital of 20.000 CHF, and with the liability of the members limited by their contribution to the capital. The management of the Swiss company is assured by the general meeting of the shareholders and one or more directors, from which at least one must be Swiss resident.
The Stock Corporation in Switzerland (Aktiengesellschaft) is especially design and can be establish by at least three shareholders with 100,000 CHF. The liability of the members is also limited by their contribution to the capital and the management is assured by the general meeting of the shareholders and by a board of managers appointed by it. The investors must be aware that the managers must be Swiss resident and be shareholders of the entity.
Minor form of business with unlimited liability. The basic form of business in Switzerland is the Sole Proprietorship in Switzerland where the founder is fully liable for the company’s obligations. There is no need to subscribe a minimum share capital for thistype of Swiss business and the obligation to register at the Trade Register is mandatory only if the annual turnover is over 100,000 CHF.
The General Partnership in Switzerland is formed by at least two members united under the same name and with the same economic purposes. A partnership agreement stating the conditions to be part of the partnership and details regarding it must be drafted before engaging in this type of business. There is no need to submit a minimum share capital but the liability of the members on the entity’s debts is unlimited. The management decisions are taken by the members during partnership meetings.
A Limited Partnership in Switzerland is formed by at least one partner is who has full liability (general partner) and at least one partner with liability only up to the contribution initially brought to the entity(limited partner).
The incorporation procedure in Switzerland
A unique name must be chose for the company before starting the incorporation process in Switzerland and after that abank account must be openedfor future transactions. The minimum share capital a Swiss GMBH or AS has to be deposit here, 20.000 CHF for Swiss GMBH or 10.000 CHF for AS.
A public notary must notarize the personal and corporate signatures and authenticate the articles of association and the public deed of incorporation of the entity incorporated in Switzerland.
Other compulsory procedures for foreign investors imply filling the Stampa Declaration Form, a negative declaration on investments and the Lex Friedrich Declaration Form which is a permit for foreigners to acquire real estate. Both declaration forms are mandatory for all company incorporation applicants.
In order to obtain a legal personality every company registered in Switzerland must register with the Commercial Register. In order to do that, the founders must submit an application containing
- the articles of association,
- specimen signatures of the managing board,
- Stampa Declaration Form and Lex Friedrich Declaration Form,
- registered office of the company,
- social capital,
- object of activity
- other documents depending on the type of business
The registration procedure can be carried out via express mail, in which case the whole process is completed in 3 to 5 days. After the issuance of the registration certificate of the new Swiss company, the Swiss Commercial Register publishes the articles of association, the statutes and all names of shareholders in the local Commercial Gazette and the announcement is included in the registration fee.
Not every company incorporated in Switzerland has to be registered for tax purposes. This depends on the object of activity of the company. However companies that are obliged to register for tax must file an application with the Federal Tax Administration after incorporating the company at the Swiss Commercial Register. The same rule applies for VAT registration; the application must contain the registration certificate issued by the Commercial Register of Switzerland, and other relevant company documents.
Depending on the type of business an investors chooses to open, he may be required to obtain certain permits and licenses in order to conducts his activity according to the current legal specifications. Our team of specialists in opening companies in Switzerland have set up a large variaty of businesses through the years and therefore have all the necessary expertise in order to advise and obtain the necessary documentation for any type of company.
If the newly registered Swiss company has employees they must be registered forsocial security. The institution sends each employee an application for registration in the social insurance system. This system includes retirement pension, disability insurance, occupational accident insurance etc. Our local company formation agents can offer consultancy in all these domains through its team of experienced and reliable lawyers. Our service is a part of an international legal network, specialized in company formation. We recommend our partners in Bucharest, Romania.
An overview of the Swiss economy
The economy of Switzerland occupies a high position on the map of Europe and its international trading relationships are quite strong. Germany is the main partner for both exports and imports. Netherlands, UK, Austria, Luxembourg and France are also important investors when it comes to foreign capital in Switzerland.
Last year, almost one hundred new projects were started with foreign capital. The figures published by the United Nations Conference on Trade and Development stated a total of 6,6 million EUR have been invested in Switzerland from foreign sources in 2010.
The main industries that support the economy of Switzerland are banking and insurance, chemicals, real estate, health and pharmaceutical, electronics, manufacturing or IT. The country is also well-known for its watches and chocolate, as well as tourism. Foreign investors are also attracted by high-tech equipment and biotechnology.
Our company formation consultants in Switzerland are here to advise and provide qualified consultancy for every entrepreneur wishing to set up his Swiss business. We remain at your disposal for any question you might have.
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Call us now at +41 41 266 0070 to set up an appointment with our experts in Zug, Switzerland. As a Sig Fiduciaire client, you will beneficiate from the expertise of our local consultants for opening a company in Switzerland.
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