Switzerland - Company Formation
Incorporating in Switzerland offers a combination of political and economic stability along with a high level of confidentiality and low personal and corporate tax rates.
Swiss Sàrl/GmbH Requirements
- No restriction on foreign ownership
- Two people required to incorporate your Sàrl/GmbH
- One of the directors must be a Swiss resident
- The share capital is CHF 20,000 (£15,000)
Switzerland GmbH/Sàrl Company Formation - 2 weeks
- Reserving your Company Name with the Swiss Federal Commercial Registry Office
- Prepare your Company Registration Forms
- Drafting of statutes and articles of incorporation
- Initial Government licence fee payable on incorporation
- Preparation of Stamp a declaration
- Preparation of Lex Friedrich declaration
- Payment of Stamp duty
- Register with the Tax and Social security authorities
- Organizing the foundation meeting with the notary
- Notary fees and Commercial registry fees
- Delivery of notarised Certificate of Incorporation
- Delivery of notarised Articles of Association
- Issue of shares and production of Share Certificates
- All documents and certificates supplied in a professional folder
- Delivery of documents by FedEx / DHL courier
Documents and Identification
To start incorporating your offshore company in Switzerland we require the following:
- Your Company Name
- The Director/s full name, date of birth, address and nationality
- The Shareholder/s full name and address
Documents you are required to provide:
- Proof of identity. Either passport, national identity card, photographic driving licence
- Proof of residential address. Gas/electricity bill or credit/debit card bank statement dated within the last 3 months
Swiss Company Name
There are no restrictions on Swiss company names but they must not resemble any other company name registered with the Swiss Federal Commercial Registry. References to commercial activities must reflect the actual business of the company.
Incorporating Your Swiss Company
Before the company is ready to trade the following must be completed:
- Presenting documents to the Swiss Federal Commercial Registry
- Payment of stamp duty
- Registration with the tax and social security authorities
- There are no restrictions on your company name (the uniqueness of your name must be verified by the Swiss Federal Commercial Register)
- The time it takes to incorporate once we have received correct documentation is 2 weeks
- A registered office is required for incorporation
- Annual meetings can be held anywhere in the world
At least one of the directors must be resident in Switzerland and have single signatory power to bind the company or must be empowered to sign jointly. We can provide your company with the Swiss director if needed.
There are no restrictions with respect to the nationality of the shareholders.
Your Swiss Sàrl/GmbH Registered Office
All Swiss Sàrl/GmbH must have a registered office. The registered office must be a physical address in Switzerland. The registered office fee varies depending on the canton in Switzerland. If you don not have one we can provide one for you.
The share capital is CHF 20,000 (£15,000) and has to be fully paid up. On the day of incorporation the capital must be paid into a Swiss depository bank. The notary needs to see the certificate of deposit. Once the company is registered, this money is free to be used. The issued shares are CHF 100 each.
Switzerland Federal Commercial Registry Procedure
- Supply the company name and address
- Request the Swiss Federal Commercial Registry Office to determine that your company name is available
- Apply to the Swiss Federal Commercial Registry office in the canton of Appenzell Ausserrhoden, defining the scope of your business
- Appoint two shareholders
- Prepare Articles of Association
- Open a capital deposit account at a Swiss bank
- The minimum share capital is CHF 20,000
- Elect a Board of Directors
- Swiss nationals, or EU nationals who are residents of Switzerland must comprise a majority of the board and directors
All the initial details need to be given to the Swiss Federal Commercial Registry, and this will include details about the shareholders and directors.
Any subsequent transfer of shares is not disclosed in a public record:
- Should the company be audited; the interest of the company administrators in the shares of the company will need to be disclosed to the auditors.
- For cantonal tax returns; any Swiss resident will need to disclose their interest in the company.
- Any purchase or sale of shares made through a notarial deed, through a Swiss notary, while not public, will remain in the record of the notary’s protocol.
Articles of Association and Public Deed
These include the following information:
- Company name and address
- Company purpose
- Share Capital
- Contributions, types, number and nominal amount of shares
- Calling of shareholders meeting
- Voting rights of shareholders
Swiss Company Registration
A temporary bank account is opened on your behalf and the share capital is paid into the account as stipulated by the incorporation procedure.
We then prepare and file with the Swiss Federal Commercial Registry all translated, signed and notarised incorporation documents.
The incorporation is approved within two weeks, which formally activates the client's bank account for all normal bank transactions.
Swiss Company Taxes
Companies are taxed at three different levels, federal, cantonal and communal. The largest proportion of tax is levied by the canton, resulting in intense tax competition. In Switzerland federal taxes are charged at a flat rate of around 8%, while canton tax varies by canton.