Articles
Set up GmbH in Switzerland
Updated on Friday 15th September 2023based on 17 reviews
What is GmbH in Switzerland?
| Quick Facts | |
|---|---|
| Applicable law | Company Act |
| Minimum number of shareholders
| 1 |
| Minimum number of directors | 1 |
| Resident director required (YES/NO) | Yes |
| Local legal address required (YES/NO) | Yes |
| Minimum share capital | CHF 20,000, minimum value per share |
| Local bank account required (YES/NO) | Yes |
| Uses | Commercial activities, subsidiary entity, shelf company, holding company, trading activities |
| Liability of the shareholders | Limited to their contribution to the capital |
| Visit required for incorporation (YES/NO) | No, local representative can be appointed through power of attorney |
| Taxes to pay | Corporate tax, value added tax, withholding taxes |
| Corporate tax rate | 8.5% federal standard corporate tax, cantonal taxes apply |
| Audited financial statements required (YES/NO) | Yes |
| Advantages | Easy to register, multiple uses, simple incorporation requirements, available for a wide range of activities |
| Incorporation support (YES/NO) | Yes |
| Audited financial statements required (YES/NO) | Yes, audit requirements are in place for the Swiss GmbH. |
| Specific requirements for the company name | No, the company may use any trading name, as long as it is not offensive and complies with the law. |
| Operational restrictions (if any) | No, the private limited liability company can be used for most activities. |
| Available for registration for natural persons | Yes, it is suitable for one or more persons. |
| Available for registration for companies | Yes, companies can use it to set up subsidiaries in Switzerland. |
| Documents required for registration | - trading name reservation; - Articles of Association; - bank account certificate attesting the deposit of the share capital; - proof of Swiss legal address; personal information of the shareholder(s) and director(s) |
| Possibility to be converted into a public company | Yes |
| Registration timeframe (approx.) | Approx. 3 weeks |
| Licensing requirements (if any) | Licenses may be required for specific activities. |
| VAT registration required upon creation | No, however, voluntary registration is available. |
| Access to double tax treaties (YES/NO) | Yes, for foreign shareholders |
| Possibility of hiring local staff (YES/NO) | Yes |
| Possibility to transfer foreign employees | Yes, employee transfer is available for such an entity. |
| Availability of accounting services for a Swiss GmbH | Yes, our accounting company in Switzerland offers specialized services. |
| Other services we offer for a GmbH in Switzerland | - support in hiring employees, - assistance in amending company documents, - tax registration, etc. |
What is the required capital for a Swiss GmbH?
What are the main documents for opening a Swiss GmbH?
- • 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).
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. In case you are thinking of starting a company in another country, for example in Lithuania, please contact our partners - CompanyFormationLithuania.com.
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 2023?
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?
The following video offers a short presentation on the Swiss GmbH:
What types of Swiss LLCs need business permits?
What are the advantages of a Swiss LLC?
What are the main costs for opening a Swiss LLC in 2023?
Registering a trading name for a Swiss GmbH
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?
- - 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.
At the level of 2023, the total number of companies operating in Switzerland was 599,686, accounting for 3 069 million employees. The largest number of SMEs si located in Central Switzerland - 70,025 and they employ more than 361,000 workers. Rather than 2.1% in 2022, the State Secretariat for Economic Affairs (SECO) forecasts growth of 0.7% in 2019. The probability of a recession is still minimal, though, because of healthy domestic spending.
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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