Opening a Swiss Corporation (Aktiengesellschaft)

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.

Requirements for setting-up a Swiss stock corporation

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 stock corporation 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 stock corporation in Switzerland are that is 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.

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.

Taxation of the Swiss stock corporation

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.

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.