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Opening a Swiss Corporation (Aktiengesellschaft)
Updated on Tuesday 02nd November 2021 Rate this article
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In Switzerland companies fall under the Civil Code or the Code of Obligations and are usually registered with the Commercial Register of the canton they were set-up in. Due to the country’s advantageous conditions for foreign investments, foreign businessmen are usually inclined to register stock corporations (Aktiengesellschaft or Societe Anonyme) in Switzerland. Below, our company formation specialists in Switzerland explain the main requirements for opening a corporation. Also known as the Swiss SA, this legal entity can be used for multiple purposes. Our agents can help you register it.
Requirements for setting-up a Swiss SA
In order to open a Swiss stock corporation investors take into account that the minimum number of shareholders is one and the minimum start-up capital is 100,000 CHF of which at least 20% but no less than 50,000 CHF must be deposited in a bank account upon the incorporation of the company. The deposited share capital will be blocked by the bank until the company receives its certification of incorporation. The stock corporation in Switzerland is allowed to issue bearer shares but these must be totally paid-up upon the incorporation. Other types of shares in the Swiss stock company are preference shares and voting or non-voting shares. The shareholders will be held liable for the company’s obligations and debts to the extent of their capital contributions.
The Swiss SA must also have at least one director that should have Swiss residency and in case more directors are nominated, their majority should have Swiss residency. However, directors can have any nationality. A stock corporation is not allowed to have corporate directors.
Other requirements for the Swiss SA are that it must have a registered office and an auditor. Accounting statements must be filed annually with the register of companies. Swiss stock corporations that have an annual return lower than 20 million CHF or a balance sheet lower than 10 million CHF or less than 200 employees is allowed to submit its financial statements every two years.
Trading name and registered address requirements
Setting up a SA in Switzerland implies meeting various requirements, among which having a unique name and a registered address in this country. These apply to all types of Swiss companies, which is why two of the first steps to complete when registering this business form is reserving the company name (at least 3 names must be proposed in order to ensure its validation) and a registered address must also be submitted with the Trade Register.
Because the registered address can be more difficult to find which is why the virtual office can be a suitable option to start with, especially since it is permitted.
Our specialists can provide more information on the virtual office options available in Swiss cities.
Shareholding and management requirements in a Swiss SA
Compared to the private limited liability company (GmbH), which is much simpler in terms of registration requirements, the Swiss SA implies more stringent requirements. For example, it needs at least one shareholder, who can be natural person or company and has no restriction requirements in terms of foreign ownership.
When it comes to the management, however, the requirements are more complex than those of a GmbH, as the corporation needs a Board of Director who can appoint managers to handle day-to-day operations. The minimum number of directors of the board is 3, and at least one of them must be Swiss resident. For this purpose, a residence permit can be obtained upon the registration of the company.
Another important requisite to keep in mind is that this business form cannot have corporate directors.
The creation of a corporation in Switzerland is not complicated, as the procedure is the same as for any other type of entity. The minimum share capital and management requirements, however, imply a little more effort that can be surpassed with good planning.
Our company registration consultants in Switzerland can help you create this business form just as simple as a GmbH.
Incorporation procedure for Swiss stock companies
The first step when incorporating a stock company in Switzerland is to choose a name for the company and submit it for approval with the Commercial Registry. Then a public deed must be prepared by a public notary based on the passports of all the owners and the Articles of Association of the company. The registration of a company in Switzerland can take up 20 working days.
The following step is to submit the following documents with the Swiss Federal Trade Register:
- - The deed of incorporation notarized by the public notary;
- - The company’s Articles of Incorporation;
- - A statement that the start-up capital has been deposited issued by the bank;
- - A document that states the appointment of the directors and their consent;
- - A statement of the shareholders;
- - An application form with the notarized signature of the company’s representative.
If you want to open a Swiss SA, our advisors are at your service.
Licensing requirements for a Swiss SA
When it comes to obtaining business permits and licenses there are no differences in terms of legal entities, as the same apply to both Swiss GmbHs and SAs. The necessary licenses must be obtained with the authorities in charge of the industries in which the respective company will operate.
The Swiss stock corporation is usually suitable for activities in telecommunications and other important fields which require important financial resources, and which are also highly regulated.
No matter the type of activity you want to undertake, our officers can provide you with the necessary details on the licenses you need to obtain for your Swiss company.
Taxation of the Swiss SA
The taxation of companies in Switzerland varies between 11.48% and 24.43% depending on the canton they were set up in. The tax is formed by federal, cantonal and municipal rates. However, companies can apply for tax deductions so the tax rates are usually lower than the rates published in the Swiss tax code.
The withholding tax on dividends in Switzerland is 35%, but according to tax treaties Switzerland has signed with other countries dividends taxation can be reduced to 0%. Interests and royalties are not subject to any withholding taxes in Switzerland.
The uses of a Swiss corporation
Because of the share capital requirements, the corporation is more suitable for large projects that imply a higher degree of commitment. For example, international companies seeking to establish their headquarters in Switzerland in order to service a larger region (for example all European Economic Area countries) can use the SA as a legal vehicle. Then, it can also be employed for the creation of holding company which has a large portfolio of assets.
A particularity of the Swiss SA is that is one of the most appropriate legal forms for creating investment vehicles. Switzerland is one of the most renowned investment centers in the world and in Europe and many investment funds are based here. Thanks to the registration requirements and stringent regulations imposed on this business entity, as well as the share capital, it is often the perfect choice for setting up an open or closed-ended investment company.
You can rely on our agents if you want to open a company in Switzerland through a SA no matter the uses intended. Below, you can also watch a video on this type of company:
What other aspects are there to consider about the Swiss corporation?
The Swiss SA is subject to various requirements imposed by the Trade Register and Tax Authority. Among these, here are the most important:
- - such companies must pay the corporate tax, as well as the value added tax which is levied at a standard rate of 7.7%;
- - the shareholders must hold an annual general meeting no later than 6 months after the end of the financial year;
- - the minimum par value of a share in Swiss SA must be 0.01 CHF;
- - the company can issue registered shares as long as 20% of their value has been paid;
- - its share capital must be denominated in Swiss francs.
If you want to start a business and need details about the Civil Code or the taxation system you can contact our specialists in company formation in Switzerland.
Meet us in Zug
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.
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