Main Steps to Setup a Company in Switzerland
If you have analyzed the market, got the business plan ready and would like to start a Swiss company, this guide will help you to understand what are the main stages to get your company established. The procedure of registration consists of 6 steps:
STEP 1: CHOOSE BUSINESS FORM
Sole Proprietorship Usually used to start one man businesses, mostly by freelancers, small businesses, and individual entrepreneurs. There is no limited liability. The person must be resident in Switzerland and there is no need for initial capital in order to establish the business
General partnership This type is a personal company with the minimum of 2 partners, ideal for small private businesses and self-employed persons. No share capital required, all partners must be Swiss residents and the company must have a Swiss address.
Branch This Business form suits you if you already have a company and would like to expand your business to Switzerland. Swiss branch is not a separate legal entity. It can run commercial, economical and operational activities on their own as long as it conducts the same business nature as the mother companies. Swiss branch has its own tax number and pays its own income tax. There is no requirement for the initial capital. Branch is required to have a registered address in Switzerland and a Swiss representative.
GmbH (Limited Liability Company) Legal entity with share capital of CHF 20’000. Company must have a Swiss resident director and registered address in Switzerland.
AG (Public Limited Company) Legal entity which requires the equity of at least CHF 100’000 of which at least CHF 50’000 has to be paid in. The shareholders of the company are not disclosed to Commercial registry therefore are not published and visible for public. At least one Swiss board member and registered address in Switzerland are required.
STEP 2: CHOOSE A COMPANY NAME AND AREA, WHERE YOU WOULD LIKE YOUR COMPANY TO BE REGISTERED
The name of the company has to be unique. For legal entities, the name will end with AG or GmbH, for a Sole Proprietorship and General Partnership, the name must include the name of the owner, and for a branch– the name of the mother company.
The corporate tax rate varies depending on canton, so this might be an important point of choosing where to set up your company. At the moment the lowest taxation has canton Zug with the tax rate of 11.9%
STEP 3: OPEN THE CAPITAL PAYMENT ACCOUNT
In case the legal entities like GmbH or AG are chosen, the capital payment account needs to be opened, where the initial capital has to be transferred prior to the incorporation of the company. The capital will stay frozen in this account until the company is registered, after which a corporate account opening can be applied for.
STEP 4: PREPARE FOUNDING DOCUMENTS
Depending on the business type and the canton where business will be registered, there are several documents that need to be prepared for the registration of the Swiss company like Articles of Association, Public Deed, Application letter, Representative Acceptance letters, Stampa and Lex Friedrich Declaration Forms.
STEP 5: VISIT THE LOCAL NOTARY OFFICE TO NOTARIZE THE FOUNDING DOCUMENTS
For the registration of legal entities (AG or GmbH type of companies) the local notary visit is required to get the Articles of Association and the Public Deed certified.
STEP 6: FILE BUSINESS FORMATION PAPERS BY COMMERCIAL REGISTRY
All founding documents, independent of the company type, must to be submitted to Commercial Register. Generally within 1 to 2 weeks, the company is registered.
With the right assistance, these 6 steps can be accomplished in a couple of days. Our team can walk you through the formation procedures and provide you all the necessary services for starting your company in full compliance with Swiss regulations.
If you are interested in setting up a company in Switzerland or have general questions about Swiss companies formation, please do not hesitate to contact us email us by email mail@ftrust.ch or call us on + 41 (0)44 266-10-60 to book an appointment. We offer a completely free consultation to discuss your needs and find the best solution suited for your future business setup.