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Set up GmbH in Switzerland

Updated on Friday 05th February 2021

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What is GmbH in Switzerland?

A GmbH in Switzerland is a limited liability company or a Gesellschaft mit beschränkter Haftung. This type of company is not as popular as a joint stock company in Switzerland, but the incorporation and administration of the GmbH in Switzerland are rather simple to fulfill. Our team of specialists in company registration in Switzerland can provide in-depth information regarding this business structure and can also assist investors during the incorporation formalities necessary for the Swiss limited liability company. Our consultants can provide advice on the EORI in Switzerland, which must be used by foreign companies (limited liability companies included) when trading goods here. 
 

What is the required capital for a Swiss GmbH?

 
The minimum share capital required for setting up a limited liability company in Switzerland or a GmbH is CHF 20,000. This capital is divided into “quotas”. Each quota has a nominal value and one quota cannot have a lower value than CHF 100. Our team can give you more details about this matter and can help you open a GmbH in Switzerland
 

What are the main documents for opening a Swiss GmbH? 

 
Businessmen who want to start the procedure of company formation in Switzerland for a GmbH have to prepare a set of documents and give necessary information on the future business. Thus, when applying for registration, investors should prepare the below mentioned information, which is required for this procedure: 
  • propose a company trading name, that follows the applicable law and that ends in “GmbH”, designating the company’s type;
  • prepare passport copies of the company’s shareholders and proposed directors;
  • prepare documents attesting the investors’ residence and financial status (by offering a recent bank statement);
  • provide information on the types of activities that will be carried out through the GmbH, as well as the company’s business plan;
  • provide details regarding the company’s founders (personal information such as the name, home address and others).

 

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What is the number of shareholders for a GmbH in Switzerland?

At least one shareholder must decide upon establishing an LLC in Switzerland and he or she can be either individuals or legal entities. The founders must register in the Registry of Commerce. Their liability is limited by their shares owned in the limited liability company in Switzerland.

 

What are the management requirements for an LLC in Switzerland?

If you intend to open a Gmbh in Switzerland, then you should know that the management structure of a limited liability company is quite simple and does not imply high costs. It isn’t necessary to appoint a board of directors in a Swiss limited liability company, but the responsibility in this case falls under the obligations of the managing director. At least one managing director is required for a Swiss GmbH and it is recommended that he has Swiss citizenship. A company secretary is optional.

 

How can a Swiss GmbH be verified?

The auditing requirements in the case of a limited liability company or GmbH in Switzerland are quite simple. Financial statements are not supposed to be registered with the Registry office, but financial records must be kept in order to be able to present them at the request of the shareholders or the tax authorities.

The financial statements of the Swiss GmbH have to be submitted in each financial year with the local tax authorities. The company also needs to be audited, but there are certain exemptions regarding this matter. Thus, the GmbH can be exempted from an audit if it meets minimum two of the following: it employs less than 250 employees, it holds assets with a value of less than CHF 20 million or if it has a yearly turnover of less than CHF 40 million.

 

What are the main incorporation requirements for a Swiss GmbH? 

Businessmen who want to open a GmbH in Switzerland have to go through a set of steps that are included in the registration procedure. There are a number of procedures that have to be completed in a given order and this is why is highly recommended to receive legal representation from our team of consultants in company registration in Switzerland. Some of the main procedures are the following: 

  • open a corporate bank account in the name of the Swiss GmbH, where the company’s capital will be deposited;
  • submit the necessary company documents with the local institutions – in this case, investors have to prepare documents such as the articles of association, the Stamp Declaration Form and others;
  • submit the company’s documents with the local Commercial Register, complete the required forms and make an evidence on the payment of the applicable fee;
  • register for taxation purposes, which also includes the registration for value added tax (VAT);
  • register the company’s employees for insurance, retirement pension and for disability insurance, where applicable. 
 

It is also necessary to draft the company’s articles of association, and the signed and notarized version of the documents have to be submitted with relevant institutions. The articles of association of a GmbH have to include provisions concerning the company’s name, its business purpose, its registered capital and business office, the sum with which each of the shareholders have participated at the company’s capital and other additional information concerning the management structure; our team of consultants in company formation in Switzerland can assist with further details.  In case you need other types of services, for example, immigration services in Ireland, we can put you in touch with our Irish partners. If you need immigration services in another country, for example in Belgium or in Sweden, we recommend our partner law firms.

 

What are the main taxes for a Swiss GmbH in 2021? 

Since the company is registered for the purpose of developing commercial activities, it becomes liable for the payment of the Swiss corporate taxes. The main tax applicable to a commercial entity in Switzerland is the corporate tax, which is applied on a three-tier system – federal, cantonal and municipal. At a federal level, the basic corporate tax is applied at the rate of 8,5%, calculated from the company’s yearly profits. 

However, the corporate tax will increase when adding the other two types of corporate taxes, which vary based on the canton in which the business is registered. The company is also liable for the payment of the capital tax and VAT, which in Switzerland is applied at the standard rate of 7,7%, being one of the lowest VAT rates imposed in Europe. 

Depending on the business activity developed by the Swiss GmbH, a local company can benefit from reduced VAT rates, of 3,7% (available for companies registered in the accommodation sector) and of 2,5% (applicable to products such as foodstuffs, books and newspapers, medicines and various consumers goods). When registering for VAT, the company has to submit an application with the Federal Tax Administration. In case you need an accountant in Switzerland for your LLC, do not hesitate to contact us.
 

What is the taxation system available for foreign LLCs? 

If a foreign company that is incorporated as a LLC operates in Switzerland through a permanent establishment (such as a branch office or another type of place of management), it will become liable for taxation. Our team of incorporation agents can assist on the regulations available in this case, as these types of businesses are also entitled to the provisions set out in this sense by the double tax treaties that were signed in this country.  
 
Such companies will become liable for the income tax on their profits obtained in Switzerland, which is also available for foreign entities that own real estate properties in this country. Businessmen are invited to contact our company formation agents in Switzerland for further information regarding other taxes that are applicable to Swiss LLCs. Foreign businessmen who are also interested in moving to Switzerland can receive specialized assistance from our experienced partners - immigration-switzerland.co

The following video offers a short presentation on the Swiss GmbH

 

What types of Swiss LLCs need business permits? 

Another important step during the registration of a Swiss LLC is represented by the business permits and licenses that can be requested for a specific field of activity. Generally speaking, most of the businesses do not need to obtain a prior approval for starting the business operations in this country, but specific fields of activity are bound by the issuance of permits and licenses. 
 
In Switzerland, LLCs will need a business permit if they develop their activity in one of the following sectors: banking and insurance, catering and the accommodation sector, health related businesses, employment agencies, wine merchants and others; our Swiss company formation experts can offer further information on other types of activities that may require special permits and can help you set up a GmbH in Switzerland
 

What are the advantages of a Swiss LLC? 

A GmbH in Switzerland benefits from a set of advantages; besides the limited liability available for the company’s founders (please note that the LLC is fully liable for its own debts, but this will not affect the personal assets of the founders), this type of company is a suitable investment vehicle for foreign businessmen as it can be founded with 100% foreign ownership. 
 
There are also minimum requirements concerning the company’s founders – the Swiss GmbH can be formed with a single shareholder, who may also be the company’s director; the company can have a single director and it is not required to establish a board of directors. Our team of Swiss company formation experts can provide further information on other advantages of this structure and can also assist in preparing the company’s statutory documents. 
 

What are the main costs for opening a Swiss LLC in 2021? 

One of the main costs related to the registration of a Swiss GmbH is the minimum share capital, which must have a value of CHF 20,000. Investors have to prepare various company documents with a local notary; the services of a Swiss public notary range between CHF 700 - 2,000. Any newly formed company in Switzerland is also required to register with the Commercial Register. 
 
Businessmen who want to open an LLC in Switzerland in 2021, should know that the registration with the institution is bound by the payment of a standard fee, which has a value of CHF 600. This fee is applicable as long as the legal entity is registered with a capital of maximum CHF 200,000. In the case of businesses registered with a higher capital, of CHF 1 million, the company’s founders will also be asked to pay a tax that is known as the stamp duty. The value of the stamp duty is calculated as a percentage of the company’s capital and it is usually imposed at a rate of 1%. 

Registering a trading name for a Swiss GmbH

Any business in Switzerland has to select a company name; as a general rule, businessmen can select freely the company’s name, as long as it complies with specific regulations. In the case of businesses that operate as branch offices, there is an exemption in this sense, as the Swiss branch must have the same trading name as the one of the parent company.
 
As presented above, a Swiss GmbH has to include in its trading name the abbreviation for the legal entity it represents, this being one of the compulsory requirements for local businesses. Besides this, the company’s name has to be unique at a national level. 
 
In order to have a trading name, the investors will have to propose a company name to the local institutions. Prior to this, the availability of the name can be verified with the Central Business Names Index, which operates under the Federal Commercial Registry Office.  

As far as the name of the company is regarded, it can be formed in any language that uses the Latin alphabet. A translation in the Swiss languages might be however needed for the company registration in Switzerland so that the authorities know it is not a forbidden or bad word.
 

What are the characteristics of the Swiss business environment? 

Investors who want to open a GmbH in Switzerland in 2021 or another legal entity, must know that the country is characterized by a large number of multinational corporations. The business environment in Switzerland is, however, mainly driven by Swiss incorporated businesses, but multinationals operating here are responsible for a large share of the Swiss employment market. Investors should know the following: 
 
• multinationals in Switzerland employ one in four people representing the Swiss workforce;
• currently, there are approximately 25,500 Swiss and foreign multinationals operating here;
• the total number of Swiss and foreign multinationals represent only 5% of the total number of businesses registered in Switzerland;
• approximately 14,000 of the multinationals operating here are represented by Swiss businesses;
• 11,500 companies operating as multinationals are registered as subsidiaries of foreign businesses;
• from the above mentioned (11,500 foreign companies), 20% operate as administrative units or as shell companies;
• at the level of 2018, the country accounted for approximately 580,000 companies. 
 

Opening Swiss companies is a complex matter that usually requires the advice of a specialist in incorporation matters. Please contact our Swiss company formation specialists for more information on how to open a GmbH in Switzerland

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