Switzerland is one of the most attractive jurisdictions for doing business in Europe. It benefits from a stable economic climate and has one of the most developed financial systems in the world. It also known for its pharmaceutical, watchmaking or tourism industries, but it has also recently positioned itself as an important hub for startup businesses in the fields of fintech or cryptocurrency.
As a general rule, the registration of a business follows the same steps, regardless of the canton where the business is incorporated, but various differences may appear; thus, when starting the procedure of company formation in Switzerland it is recommended to address to a professional team of specialists, who can ease the process of starting a business in a new location.
In this sense, our company is prepared to assist foreign businessmen in any of the matters that are involved in the steps of opening a company in Switzerland, regardless of the canton selected for incorporation. The company can provide legal representation during the company formation process, but it can also assist investors in matters that have to be performed once the company becomes active (audit, tax advice, tax compliance, corporate administration).
The team representing SIG Fiduciaire also has the necessary expertise in helping investors apply for andobtain work permits in Switzerland. Investors can request the accounting services of the SIG Fiduciaire team; our services are available for both natural persons and companies wishing to start business activities in this country and currently, investors can contact our offices set up in Geneva, Zug, Zurich and Lugano.
SIG Fiduciaire is set up as a company that can provide its legal services and company formation services to those interested in investing in Switzerland; however, our company is also part of international organizations, with which we had a very good collaboration. At the moment, our team is part of the following:
Moneyhouse – founded in 2001; it is set up with the purpose of providing information on the companies that are registered with the Swiss Commercial Register and anyone interested in this matter can obtain easy-to-understand data on the local businesses.
Bridgewest – our company is also a member of a large, international network of lawyers and company formation specialists, who have a long experience in the legislation regulating commercial activities in specific countries.
Hello Switzerland – an online platform that offers advice to those who want to relocate to this country.
Opening a company in Switzerland
The procedure of company formation in Switzerland is comprised of several steps that include drafting the articles of association, completing the forms required by the company registration office, specimen signatures, passport copies and other relevant documents. It is important to know that most of the procedures regarding company formation in Switzerland must be concluded through a public notary registered in this country. Finding aregistered office,opening a bank account, register for taxation purposes and hiring a local accountant are also part of the company formation process in Switzerland.
The Swiss company formation procedure is completed with the assistance our team of consultants in company registration in Switzerland.
What are the main types of companies in Switzerland?
One of the ways to start a business in Switzerland is by incorporating a Gesellschaft mit beschränkter Haftung (limited liability company). A limited liability company in Switzerland is formed by at least two shareholders with a minimum share capital of CHF 20,000, and with the liability of the members limited by their contribution to the capital. The management of the Swiss company is established by the general meeting of the shareholders and one or more directors; it is necessary that at least one of the directors to be a resident in Switzerland.
Thestock corporation in Switzerland (Aktiengesellschaft) can be establish byat least three shareholders who will provide a share capital of CHF 100,000. In a stock corporation, the liability of the members is also limited by their contribution to the company's capital; the company's management is established by the general meeting of the shareholders and by a board of managers, which is set up as prescribed by the general meeting of the shareholders. The investors must be aware that the managers must be Swiss residents and also be the shareholders of the entity.
One of the simplest manners to enter the Swiss market is by registering the basic business form, which is represented by the sole proprietorship, in which the founder is fully liable for the company’s obligations. There is no need to subscribe a minimum share capital for this type of Swiss business and the obligation to register at the Trade Register is mandatory only if the annual turnover is over CHF 100,000.
The general partnership in Switzerland can be set up by minimumtwo members, who associate in a business created for reaching a certain purpose. Prior to entering a general partnership, the members have to sign apartnership agreementwhich states the conditions under which the business will be developed. There isno 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 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). Our team of specialists in company registration in Switzerlandcan further advise on the legal entities presented above.
Steps for company formation in Switzerland
The main steps for opening a company in Switzerland are the following:
choose the most suitable type of company for your business objectives;
choose a unique name for the company’s trading name - prepare at least 3 business names for your future company out of which one will be your trading name;
open a corporate bank account for future transactions - the minimum share capital of a Swiss GMBH or AS has to be deposit here;
draft the articles of association and the public deed of incorporation;
sign the articles of association and the public deed of incorporation at a public notary in Switzerland;
fill out the Stampa Declaration Form and the Lex Friedrich Declaration Form;
register your company by submitting all the documents at the Swiss Trade Register.
Main documents for company formation in Switzerland
In order to obtain a legal personality every company registered in Switzerland must register with the Commercial Register. In order to do this, the founders mustsubmit an application containing a wide set of legal documents, by providing in-depth information on the future business and its activities. These are the documents and information needed in the process of company formation in Switzerland:
•the articles of association – the main statutory documents of a local company, which have to be notarized prior to the registration;
•specimen signatures of the managing board (company’s secretary, directors and company’s shareholders/founders);
•Stampa Declaration Form and Lex Friedrich Declaration Form and information on theregistered office of the company;
•information on the social capital of the company and the main objects of activity that will be conducted through the new legal entity;
The main company fomation costs in Switzerland are:
registration fee: the general registration fee is 212 EUR (CHF 240), but it varies depending on the Swiss canton you choose to register the company in;
virtual office cost: approx. 120 EUR/month; with a virtual office in Switzerland you will have a registered office necessary for establishing a Swiss company;
minimum share capital: several types of companies require a minimum share capital at the incorporation, for example the GmbH requires about 17.660 EUR (20000 CHF);
company formation fee: approx. 2500 EUR, an affordable offer from our company formation agents in Switzerland;
accounting costs: from 180 EUR/month, a price which includes bookkeeping services and taxation advice.
What are the other registration procedures in Switzerland?
The registration procedure can be carried out through the local offices of the Swiss institutions or via express mail; in the latter situation, the procedure can be 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 the names of all the shareholders in the local Commercial Gazette; the announcement regarding the incorporation of the business is included in the registration fee.
Not every company incorporated in Switzerland has to be registered for tax purposes, as this requirement depends on the activities performed by thecompany. 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 investor chooses to open, he may be required toobtain certain permits and licenses in order to conducts his or her activity according to the current legal specifications. Our team of specialists in company registration in Switzerland has registered various types of businesses over the years and therefore, our representatives have all the necessary expertise in order to advise and obtain the required documentation for any type of company.
If the newly registered Swiss company has employees they must beregistered for social 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 our team of experienced and reliable lawyers.
Frequent asked questions about Swiss company formation
2. What are the types of companies that can be incorporated in Switzerland?
The following types of companies are available for incorporation in the country: the limited liability company, the corporation, partnerships, sole proprietorship.
3. Does the company need to have an office in Switzerland?
Yes. The company incorporated in Switzerland will need a registered office based in the country.
4. What are the steps for company incorporation in Switzerland?
Investors who want to open a company in Switzerland need to choose the appropriate business type, choose a unique company name and open a bank account for the firm, prepare all the company documents and register the new legal entity with the Swiss Trade Register. Businesses will also need to be registered for VAT purposes in most cases.
5. What is the minimum share capital in Switzerland?
The minimum share capital depends on the type of company: the limited liability company requires a start-up capital of at least 20,000 CHF while the corporation needs a larger amount, of at least 100,000 CHF. The sole proprietorship has no requirements for the minimum share capital.
6. What are the requirements for opening a bank account in Switzerland?
The company needs abank account where the minimum share capital is deposited. The account can be opened at a Swiss bank using several basic documents: the Articles of Association and the Business Registration document will usually be requested.
7. Do you need special permits and licenses in Switzerland?
Yes. Certain types of business activities need special permits, apart from the mandatory business registration. Our company registration consultants in Switzerland can help you obtain them and also apply for work permits if you are an employer wishing to hire foreign employees.
8. What are the taxes for companies in Switzerland?
Taxes for companies in Switzerland are imposed on a federal and cantonal level. The federal tax rate has a value of 8.5% and is levied on net income. A stamp duty, transfer tax and real property tax (in some cantons) also apply.
9. How fast can you start a new business in Switzerland?
The company incorporation process usually takes around 10 days.
10. What are the reasons to invest in Switzerland?
Switzerland has a stable economy and offers a good business environment. The taxation system is convenient and the country is renowned for its professional banking system as well as banking secrecy. The country has a very well developed infrastructure and highly qualified workforce.
How to invest in Switzerland as a foreign businessman
Foreign businessmen are entitled to open a company in Switzerland following the same incorporation requirements applicable to Swiss nationals. In order to do so, foreign nationals who are citizens of countries located outside the European Union (EU), can apply for several types of investor visas, which will allow them theright to residency in this country, but also to start a business.
For example, one of thesimplest ways to obtain residency in Switzerland is by requesting a visa under the Swiss Residence Program, also known as the Lump Sum Taxation. The minimuminvestmentnecessary in this case is of CHF 200,000, but the sum could increase up to CHF 600,000, depending on the canton in which the investor will reside. As its name suggests, the investor will have to pay the respective sum of money to the chosen canton as a lump sum tax and it generally best suited to retiree businessmen.
Another way to invest in Switzerland is by applying for a visa under the Swiss Business Investor Program, which requires investors to open a new company in this country or to invest in an operational business available on the local market (which has a turnover of at least CHF 1 million).
What are the eligibility requirements for Swiss visas addressed to investors?
Regardless of the type of visa the investor is interested in, the national legislation requires foreigners to comply with several eligibility criteria. For example, in the case of the Swiss Residence Program, the eligible persons must have an age above 55 years old and have several ties with the country – such as constant visits, relatives and any other aspects that can prove a connection with Switzerland.
In the case of the Swiss Business Investor Program, the applicants will need to obtain the Residence Permit B, which can only be issued provided that certain requirements are met – besides the minimum investment. It is also necessary to offer information that the investor has sufficient financial resources to sustain himself/herself and the close relatives, have health insurance and a suitable home to live in. In this sense, the investors can purchase or rent a property, and our team of specialists in company formation in Switzerland can assist on any of these procedures.
What is the value of corporate taxes in Switzerland?
Companies registered in Switzerland are imposed with taxes applicable on three levels (federal taxes imposed at a national level, cantonal taxes imposed at the level of eachSwiss canton and communal taxes, imposed at a communal level). The main tax applied to companies in this country, the corporate income tax, varies depending on the Swiss canton in which the business in registered. As a general rule, this type of tax ranges between 11,5% and 24,2%.
The Swiss VAT rates
Switzerland applies some of thelowest value added tax (VAT) rates available at a European level. The standard VAT rate is imposed at 7,7%, starting with January 2018. The standard VAT rate was reduced from the previous value of 8%. This type of tax is applicable to a wide category of products, such as cars, watches, alcohol products and others.
The country also offers reduced VAT rates. For example, companies operating in the accommodation industry will be imposed with a reduced VAT applicable at a rate of 3,7%, while certain consumer goods, books, newspapers, pharmaceutical products benefit from an even lower VAT, applied at a rate of 2,5%. Companies operating in certain economic sectors can benefit from an exemption on the VAT, as for example, cultural services, hospital treatment, as well as insurance and reinsurance services do not have to pay the VAT.
As a general rule, companies have to register for VAT and the filing of VAT returns has to be completed by commercial operators once in every three months. The VAT registration is compulsory once the company reaches an annual income of CHF 100,000. The VAT in Switzerland is imposed for the supply of goods and services.
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What are the main characteristics 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 bothexports and imports. Netherlands, UK, Austria, Luxembourg and France are also important investors when it comes to foreign capital in Switzerland. Investors should also know that Switzerland is one of the most important recipient offoreign investments and one of the largest market for the investments carried out in the construction sector.
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 and, at the moment, the country accounts for approximately 6,500 foreign companies operating on the local market.
Furthermore, businessmen are attracted to the local market due to the fact the country provides a highly qualified workforce. It is important to know that Switzerland has a literacy rate of 99%, being not only one of the most developed in this sense at the level of Europe, but also at a global level. The local workforce is literate in numerous foreign languages, as Switzerland has three national languages which are also used at a national and international level – German, French and Italian.
One of the most important reasons for starting a company in Switzerland refers to the fact that the business environment benefits from a great level of transparency, with competitive Swiss cantons that create a business friendly environment and attractive policies available for foreign investors as well. The Swiss cantons offer business incentives for the creation of jobs, but such incentives are also available for foreign companies.
Our Swiss company formation consultants are here to advise and provide qualified consultancy for every entrepreneur wishing to set up his or her Swiss business. We remain at your disposal for any question you might have and you maycontact our specialists for advice on any matter related to the registration of a business in this country.
Paul Gheorghiu is one of our experienced company formation agents. He will help you register your company in Switzerland as fast as possible.
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.
- cost-efficiency: competitive company formation prices;
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