What are the procedures for company formation in Switzerland?
Whether an investor plans to establish a Swiss limited liability company
or a stock corporation
, he or she must consider several things. Some of the most common aspects that should be completed before investing in Switzerland
refer to selecting a suitable trading name - that has to be unique at the level of the Swiss Confederation
, and opening a corporate bank account, in which the investors will deposit the minimum share capital, as required by the applicable legislation.
The company’s representatives
must also draw up the company’s statutory documents
and sign them in front of a public notary. The Swiss notary
will authenticate the articles of association and the public deed of incorporation
. If the person who wants to register a new legal entity in Switzerland
is represented by a foreign investor, then it is legally required to fill in specific forms.
One of the documents is the Stampa Declaration Form
, a negative declaration on investments, and the other one is represented by the Lex Friedrich Declaration Form
, which is a permit that allows foreigners to purchase real estate properties in this country. These are the first steps for investors who intend to open a company in Switzerland
and our team of specialists in Swiss company formation
can assist with advice on each of the above mentioned procedures.
What is the Swiss Trade Register?
Simply put, The Swiss Trade Register
is actually a Commercial Registry
where each company
is registered in the district where its official address is set up. The Commercial Register in Switzerland
is known as Handelsregister
and it provides basic information on all types of Swiss companies
, as well as their addresses, shareholders and others. Thus, this is the institution where investors can verify if their preferred trading name is already registered or not. Swiss companies
will also receive an UID number
, which is the correspondent of the EORI in Switzerland
, when used for customs activities.
Who needs to register with the Swiss Chamber of Commerce?
Almost all types of business forms available in Switzerland
are required by the law to register with the Swiss Chamber of Commerce
during the procedure of company incorporation
. This is applicable to general and limited partnerships
and other types of legal entities and it can be imposed to sole traders
as well. However, sole traders do not need to register with the institution during the incorporation procedure
; instead, they are required to do so only after the company’s annual sales
are above CHF 100,000.
How can one register with the Trade Register in Switzerland?
The procedure of company registration in Switzerland
starts by a meeting of the shareholders in front of a Swiss public notary
. After this procedure is completed, the investors will have to file an application form which will be submitted to the office of the Commercial Register
in the canton in which the business will operate.
Besides the application form, other documents are also necessary, such as the deed of incorporation
, a certified copy of the articles of association, declarations from the board members and auditors and other papers. All members that are entitled to act on behalf of the company
must sign the agreement for registration of the company
with the Trade Register in Switzerland
After the company registration
within the Commercial Registry in Switzerland
is completed, a notice of the registration
is published in the Swiss Official Gazette of Commerce
. The procedure should not take longer than two or three weeks; our team of specialists in company formation in Switzerland
can offer further information on these registration steps
How to access the Swiss Trade Register
All information regarding any newly incorporated business
is submitted with the Swiss Trade Register
and basic data on any company
is available for the public. For more in-depth information regarding a Swiss company
, anyone who requests access for the company registration extracts
or copies of a certain document needs to pay a fee and make a personal inquiry at the Commercial Registry Office
All the changes regarding the structure and the current situation of a company in Switzerland
are published in the Swiss Official Gazette of Commerce
. It is necessary to know that the company’s representatives
are personally responsible for providing up to date information on any changes that they may have brought to the initial structure of their business.
What are the most popular Swiss business forms?
When opening a company in Switzerland
, foreign investors can easily choose one of the legal entities that are available under the local legislation. The decision of opening a specific kind of legal entity depends on multiple factors and we invite businessmen to discuss this matter with our team of consultants in company registration in Switzerland
, who can offer guidance in choosing the most appropriate company type
. However, some of the most common legal entities are represented by the ones presented below:
| limited partnership || this business form does not need any capital requirements, but it needs to be registered by at least two partners |
| joint stock corporation || it has to be incorporated with a minimum share capital of CHF 100,000 and half of the capital needs to be deposited during the registration procedure |
| limited liability company (LLC) || it requires a minimum share capital of CHF 20,000 and it can be registered by a single shareholder |
| sole trader (or sole enterprise) || it represents the simplest type of company, available for natural persons who want to start a business in their own name |
What are the requirements for opening a Swiss LLC?
As the Swiss LLC
is, by far, the most common type of legal entity that is selected by local and foreign investors, we will present the main legal requirements that have to be met during its registration
. As mentioned at the beginning of the article, investors will have to choose a suitable trading name.
In this case, the name has to satisfy the minimum criteria (not being already used by another company), and it should be followed by the abbreviation which designates the company’s business form which, in Switzerland, is “GmbH”. The manner in which this legal form is set up here is established under the Swiss Code of Obligations; some of the main aspects of this legal entity are presented below:
- • the Swiss LLC can be incorporated by an unlimited number of shareholders;
- • the company must appoint at least one director who needs to have a Swiss residency;
- • the LLC must have a registered office in Switzerland, but it does not have any requirements concerning the appointment of a company secretary;
- • the Registrar of Companies must obtain from local LLCs annual returns and financial statements.
Are there any requirements regarding the nationality of the investors?
All foreign investors may register a company in Switzerland
, as there are no limitations regarding their nationality. However, it is necessary to know that there are certain requirements in this sense that are applicable only to the corporate body and this depends on the type of company
selected for incorporation
Thus, in the case of a joint stock corporation
, one of the persons who are included in the board of directors
has to be a Swiss resident
. The same rule can also be found in the case of a Swiss limited liability company
and it is applied for the company’s managing director
who received the right to act on behalf of the company
. Our team of specialists in company registration in Switzerland
can further assist with information on this matter. We can also provide you with professional accounting services. One of our accountants in Switzerland can help you
Bridgewest is here to help its clients with a wide range of services regarding registration and establishment of all types of companies. We can also provide similar services in other countries, such as Singapore company formation services, guidance on opening companies in Hong Kong, company registration services in Thailand offered by ThaiCompanyFormation.com or in Slovakia.
Also, if ever in need of legal or company formation services in other European countries please contact our attorneys in the respective country, such as our law firm in Hungary or our lawyers in Slovakia. For advice on the registration of a Swiss company, please address to our team of consultants in company formation in Switzerland.