Swiss GmbH or Swiss Sàrl (Private Limited Company)

The Swiss GmbH or Swiss Sàrl (limited liability company) is the second most important legal form of a company in Switzerland. Swiss GmbH is an excellent form for an operational company and a popular option for small businesses and startups as it has an accessible minimum share capital deposit of CHF 20'000. Similar to a private limited liability company in other countries, a Swiss GmbH is a separate legal entity that provides limited liability protection to its owners

ADVANTAGES OF A SWISS GMBH

  • Onshore status

  • Safe and stable corporate environment

  • Very high reputation

  • 8.5% flat tax on profit at federal level

  • Income tax from as low as 3.4% depending on canton

  • Capital tax varies between 0.07% - 0,45%

FEATURES OF A SWISS GMBH

RQUIREMENTS OF A SWISS GMBH 

  • Company name (ending >GmbH)

  • A certified passport copy per director and shareholder

  • Certificate of residency or 1st page tax return

  • Nature of business and business plan

  • CV of shareholder(s)

PRICE BOX

How to incorporate your GmbH in Switzerland

Swiss GmbH Incorporation: Set up Your Swiss GmbH in 3 Easy Steps

STEP 1: GET YOUR DOCUMENTS IN ORDER

  • Provide us with the company name of your choice. We will check the name availability for you for free

  • Send us your KYC (passport copy, recent utility bill and CV) and fill out our online form by clicking here provide us more information about nature of planned business and expected income and outgoings

  • Tell us about nature of planned business and expected income and outgoings

STEP 2: SIGN FOR REGISTRATION

  • Sign F Trust’s mandate agreements & power of attorney for the incorporation of a Swiss GmbH

  • Sign deposit account opening forms (completed by F Trust)

  • Sign board member acceptance letter (certify your signature - and arrange it to be apostilled if you are outside Switzerland)

  • We will prepare the application for incorporation, the memorandum and articles and other required application documents

  • Transfer the share capital of CHF 20’000.- once the share capital deposit account is opened

  • As soon as the share capital is received by the bank, we will proceed with the company incorporation: We will hold a meeting with a Swiss notary and register the company at the Swiss trade register

STEP 3: BANK ACCOUNT OPENING*

  • Once the new company is registered with the Swiss trade register, F Trust will complete account opening application forms

  • Access rights are to be agreed on. Forms need to be signed

  • Once the account is open, the share capital will be transferred to the corporate bank account

  • The company may now use its share capital

  • E-banking and debit cards, as well as wealth management and other services can be applied for

*not included in basic incorporation fee. Please see our price list

Timeline of the incorporation process

SWISS GMBH FORMATION

For the formation of a private limited company a minimum share capital of CHF 20.000.- is required which must be paid in (underwritten) or secured by tangible assets at the point of formation.

SWISS GMBH TAXATION

The AG and GmbH are both taxed as legal persons. We distinguish between the direct federal tax and the cantonal and municipal taxes. Income tax is charged according to the federal department rate of 8.5% and the cantonal tax rate which varies by canton. However, there are no capital taxes charged at federal level.

ADMINISTRATION (DIRECTORS)

At the point of formation a minimum of one administrative director has to be appointed. The board of directors can be made up of one or more individuals. A minimum of 1 person of the board of directors must be persons who are resident in Switzerland.

STATUTORY AUDITORS

The statutory auditors have to examine the financial statements and underlying accounts as well as the supporting documents to confirm the accuracy and transparency of the company’s accounts. There is no audit obligation, unless the company has more than 10 employees and more than CHF 20.000.000.- turnover.

A Swiss GmbH is required to have a registered office in Switzerland, to have a Swiss-resident director and to file a yearly tax return.

Furthermore, registering a Swiss GmbH also gives advantages of a credible reputation as a Swiss company and a possibility to benefit from a low corporate tax rate when registering in certain Cantons such as Canton of Zug. (Swiss corporate tax rates here)

 It is recommended to work with a Swiss-qualified accountant and professional company provider who can give guidance on company administration and financial requirements associated with setting up and operating a Swiss GmbH. Proper planning and compliance can help your Swiss GmbH establish a strong corporate foundation, maintain a status of Good Standing at the Swiss commercial registry, and achieve their goals in Switzerland and beyond.