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The Swiss Company Act

Updated on Thursday 19th March 2020

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The-Swiss-Company-Act.jpgThe procedure for opening a company in Switzerland is established under the Swiss Company ActThis procedure falls under the Swiss Code of Obligations which is part of the Civil Code in Switzerland. Just like the Polish Company Act that contains laws and regulations regarding the formation of companies in Poland, the Swiss legislation, is mainly based on the French Napoleonic Code.

Depending on the canton where the business is located, investors can register their company there, as the Commercial Register has offices in each Swiss cantonFor registration, companies need to address the office situated in the same canton as the company’s domicile. Investors who wish to open a company in Switzerland can receive complete guidance and legal support from our team of experts in company formation matters.

The Company Act in Switzerland has been evaluated and modified in 2008, especially on matters regarding the aspects of incorporation for a limited liability company or GmbH in Switzerland. However, this is not the only type of business mentioned in the Swiss legislation. Sole proprietorships, joint stock corporations, partnerships are also mentioned in the text of the Company Act in Switzerland.

The Company Act in Switzerland is rather flexible when it comes to the limited liability companies, although some restrictions regarding the residency of directors and existence of general meeting are quite firm. On the other hand, the Swiss joint stock company is mentioned by the Code of Obligations in Switzerland under other requirements.

The Swiss Company Act mentions that a license is required whenever a new company set up in Switzerland wants to develop activities in banking, insurance, fund management or collective investment. This happens in order to keep a close supervision on the sector of banking or financial industry in Switzerland, which is considered to be one of the safest in the world.

 

What are the main sections of the Swiss Company Act? 

 

The Swiss Company Act is divided into several sections that define the activity of a local business. It prescribes the types of companies that can be registered in any of the Swiss cantons, the requirements that have to apply when selecting a trading name for the company (a compulsory requirement during the procedure of company formation in Switzerland), as well as the procedures necessary for starting a business. 

The Company Act also prescribes the minimum legal requirements that have to be met when incorporating a specific type of company – the minimum and maximum number of persons that can start a business here, the provisions that must be included in the company’s statutory documents (the articles of association for private limited companies or the partnership agreement for a Swiss partnership), as well as the manner in which Swiss companies have to register with the Commercial Register

The document also offers the legal framework concerning the accounting and reporting requirements imposed to each Swiss business form, the management regulations imposed in each case, the types of meetings investors must attend to, as well as the general requirements concerning the company’s directors. In case you also need accounting services for your business, our accountant in Switzerland is at your disposal.

Further on, the Company Law in Switzerland defines the procedures for audit, and when this needs to be done, as well as the types of auditors that can be appointed in each case. It also establishes the steps required when changing company’s members, the regulations regarding the voting rights of the company’s representatives, the shareholders’ rights or the transfer of ownership. 

Investors can rely on the legislation prescribed by the Companies Act for uncommon events that can arise during the lifetime of a company, such as corporate restructuring, indebtedness, bankruptcy or the dissolution of the company. These procedures are prescribed for each type of Swiss company and our specialists in Swiss company formation can provide an extensive presentation on the legal requirements applicable in this case. 

 

What are other primary sources of law for Swiss companies? 

 

Besides the Company Act, which provides the legal definitions and characteristics for each type of Swiss company, local businesses also have to comply with the regulations of other rules of law. Our team consultants in company registration in Switzerland can provide an extensive presentation on the rights and the obligations deriving from the following: 

 
  • the Swiss Federal Code of Obligations – it addresses to both public and private businesses registered in Switzerland;
  • the Swiss Ordinance Against Excessive Compensation with Respect to Listed Companies;
  • the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivates Trading;
  • the Listing Rules created by the Swiss Stock Exchange – it prescribes the reporting requirements addressed to listed businesses;
  • the Directive on Information Related to Corporate Governance and the Swiss Code of Best Practice for Corporate Governance
 

Further on, businesses registered in Switzerland have to comply with the requirements stipulated by the Contract Law. The Contract Law provides the legal framework for a wide range of contracts that can be established in this country – individual contracts, rental agreements, commercial agreements or employment contracts, to name a few. Foreign businesses operating here must also verify the legislation for the import-export of goods. In this case, it is necessary to have an EORI in Switzerland

 

When does a Swiss business have a legal personality? 

 

The legal personality of a business form in Switzerland is regulated under the Swiss Civil Law. Article 52 of the Swiss Civil Law stipulates that a business becomes a legal personality once it is registered with the Commercial Register. A company will become a legal entity once the local bodies have been informed on its creation and have approved its incorporation documents.  

Once a business becomes a legal entity, it has to comply with a set of reporting regulations. It also needs to be registered for tax purposes, as well as for social security. Legal entities in Switzerland are liable to the payment of the corporate tax, the value added tax or the tax on personal income, in the case of businesses registered as sole traders.

The latter does not have a legal entity, it is especially designed to assist natural persons in starting their own small business activity. The Swiss sole trader is also eligible for the charge of the value added tax, once an income threshold of CHF 100,000 was reached; in this case, it has to register with the Federal Tax Administration.  

The Employment Act goes hand in hand with the Company Act in Switzerland. The legislation regarding both company formation and employment are stipulated by the Code of Obligations in Switzerland. The labor law does not require an employment contract, therefore the agreement can be completed either in written or verbally. 

The recommendation is however to sign an employment contract, according to the Swiss Code of Obligations and the Federal Law on labor in industry, craft industry and trade. For more information, we invite you to contact our company formation specialists in Switzerland and ask for a personalized consultancy. In case you require more detailed legal consultancy from a Swiss attorney, please feel free to ask for the advice of our partners.

 

 

 

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Paul Gheorghiu is one of our experienced company formation agents. He will help you register your company in Switzerland as fast as possible.
   
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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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