Switzerland - Company Formation
Incorporating in Switzerland offers a combination of political and economic stability along with low personal and corporate tax rates.
We can incorporate your Swiss company in the canton of Appenzell Ausserrhoden.
Incorporating a Swiss Sàrl/GmbH has.
- 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 Federal Commercial Registry Office
- Application with the Commercial Register in the canton
- Structuring the company as per your requirements
- Prepare your Company Registration Forms
- Drafting of statutes and articles of incorporation
- Initial Government licence fee payable on incorporation
- Preparation of Stampa 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 Information
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
Any name can be chosen provided not already in use according to Swiss Commercial Register. References to commercial activities must reflect the actual business of the company.
Incorporating a Swiss Company
Before the company is ready to trade the following must be completed:
- Presenting documents to the 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 Federal Commercial Register)
- The time it takes to incorporate once we have received correct documentation is 10 - 14 days
- 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.
All Swiss Sàrl/GmbH must have a registered office. The registered office is where documents may be legally served on the company. The registered office must be a physical address in Switzerland. The registered office fee varies depending on the canton in SWitzerland, with the GmbH (Private Limited Company) it is necessary to have a real address in order for the bank to agree to open the account.
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 Federal Commercial Registry Office to determine that your company name is available
- Apply at the Commercial Register office in the canton of Appenzell Ausserrhoden, defining the scope of your business
- Appoint two shareholders
- Draft 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 Commercial Register, 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 the 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
A temporary bank account is opened on your behalf. A deposit is made into the account as stipulated by the incorporation procedure.
We then prepare and file with the Commercial Register 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.