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Company Formation Switzerland

Company formation Switzerland with the Swiss Trade Register in the low tax cantons. Full company registration services for good prices!
Dmytro Pichugin
25.01.2018

Why Start a Company in Switzerland?

As one of the world's most business-friendly, forward-thinking and stable countries it's no wonder that Switzerland is often at the top of every entrepreneur's list when it comes to company formation. If you're interested in launching or incorporating a holding, service or trading business in the most advanced business environment, then Swiss company formation is certainly for you.

If you need some assistance with the launch or incorporation of a company in Switzerland, then don't hesitate to reach out to Goldblum and Partners.

Before starting a business in Switzerland there is a list of important rules and recommendations one should follow to gain success. Company formation requires scrutinous planning. One should choose a company name, a valid structure for the business, and prepare all the required documents.

Why form a company in Switzerland?

There are a myriad of advantages presented to investors and business developers who choose Switzerland as home base for their companies. A few of these advantages include:

  • During Swiss company formation, a company will not be treated as an offshore company even if it operates as so. This means that many major business perks and government assistance is available.
  • All businesses operating within Switzerland will have organic and unhindered access to one of Europes most advanced and highly developed business markets. That means access to some of the worlds leading law firms, accounting teams as well as very attractive taxation systems.
  • Although the Swiss banking system may be experiencing a slight ripple in recent years, businesses are still well and truly in good hands with the world's most resilient and stable economy.
  • The Swiss tax treaty network extends across more than 100 countries meaning that businesses need not worry about dual taxation or issues with technicalities when operating in multiple countries.
  • There is no doubt that Switzerland is by far the most secure and stable nation in Europe when politics, banking and investment is concerned.

Advantages of opening a business in Switzerland

Tax competition between the cantons causes a constant increase in the number of companies whose founders are non-residents of the country. The decision to open a company in Switzerland is accompanied by pleasant bonuses:

  • opportunity to open a bank account in this country;
  • to provide your business with an increase in income due to an effective corporate taxation rate;
  • a chance to get an exclusive access to the international market, essentially reducing the cost of customs duties and so on;
  • the highest stability of the local currency, which is rather stable, despite the vicissitudes of the global financial market.

What companies are allowed to be formed in Switzerland?

The Swiss government allows for companies (both local and foreign) to operate in almost any way that you would find in any other country around the world. That means that there aren't too many limits on legal activities and operation business activities.

A few company purposes you might find in Switzerland or be forming yourself, are as follows: trading firms, brokerage firms, investment businesses, financial transaction processors as well as countless other legal businesses.

There are also a few different business structures that Swiss businesses follow, with the most popular being a GmBH, AG, sole proprietorship, and limited partnership. All of which require their own set of prerequisites to be met before launch.

Company Taxation

Although there are countless tax benefits for businesses in Switzerland, what's more, surprising are the tax benefits for companies who don't operate within Switzerland. That means that companies working outside Switzerland but headquartered within the country are still eligible for Swiss tax breaks.

One of the cantons we recommend for Swiss company formation is in the canton of Neuchatel, which has a tax rate similar to the global favourite, Zug. The current tax rate in the area is just 11%, making it one of the lowest corporate taxes available, in the world. Another major perk of Neuchatel is that it brings in a number of high-tech businesses, meaning that the area is supported by the global tech boom.

If you're looking for some assistance on Swiss company formation, or need a capable team to reduce your chance of risk and investment issues, then feel free to reach out to us. You can find some more information on our corporate and M&A services on our website.

Forms of organizational and legal property in Switzerland

Limited Liability Company
To create a company in Switzerland the management structure has to consist of a few people, but one of the partners must be a resident of the country. The authorized capital of the enterprise can not be less than 20 thousand in local currency. At the process of company registration, the transfer of capital must be made before the moment of submitting of the constituent documents. The company must submit yearly reports, completed according to all rules of the country's jurisdiction.

Joint-stock Company
All directors, shareholders and members of the management team are appointed by the company's founder. The one of Swiss resident should be employed on the post of director. Registration of a company in this form requires the introduction of authorized capital from 100 thousand to half a million of Swiss francs. This amount is paid immediately after the registration of the business. Authorized bodies must receive a report of accounting every year, as well as company's profit and commodity turnover reports.

Foreign Partnership Branch
The registration of a business in this form is reasonable for the expansion of a business that is already exists. The founder is the main office of the enterprise, there are no requirements for the authorized capital. The main condition: one of the directorate must have a permanent place of residence in the country. Regular reporting is obligatorily, but this is only for branches that carry out certain activities.

Necessary measures for the company( same with anonym company starting) to start functioning:

  • choose and agree the name;
  • determine the location of company;
  • develop the regulations and constitutive contract;
  • open a bank account;
  • transfer the authorized capital to this account and obtain a certificate from the bank;
  • register an enterprise with a record in the state register;
  • open a standing account.
The cost of company registration is about 10 thousand Swiss francs. If the manager is not confident in his own abilities, it is better to use the services of specialists in the migration sphere, which will minimize the participation of the customer in the registration procedure, save nerves, time and money.

Company Formation Switzerland

If an investor decides to establish a Swiss limited liability company or a stock corporation, they must consider a few things. Firstly, a unique business name is essential for the company formation Switzerland, and a bank account must also be opened for future transactions and with the minimum capital required. The business must also present articles of association to a public notary. The notary will authenticate the articles and a public deed of incorporation. If the new company is to be registered in Switzerland and the owner or CEO is a foreign investor, it is required that a Stamp Declaration Form and a negative declaration form be filled in, as well as a Lex Friedrich Declaration Form which allows foreigners to acquire Swiss real-estate.

What is the Swiss Trade Register?

Essentially, The Swiss Trade Register is a Commercial Registry with the details of each company's registered address. The Commercial Register of Switzerland is referred to as Handelsregister, or HR, and holds information on all the business types in Switzerland, along with their address, shareholders and other information. If an investor needs to know if a brand name is already taken, they should head to the Federal Commercial Registry Office and enquire.

How to subscribe a company to the Trade Register in Switzerland

Formation a company in Switzerland requires a shareholder meeting with a public notary in attendance. Following that meeting, an application is required to be filled in and submitted to the Commercial Register office in the district that the company is located. Other documents besides the application may also be necessary, such as a deed of incorporation, a copy of the articles of association which has been certified and declarations from board members and auditors. Any members which are allowed to act on behalf of the company being registered must all sign an agreement of registration for the company with the Trade Register in Switzerland. Succeeding registration from the Commercial Registry in Switzerland, a notice will be published within the Swiss Offical Gazette of Commerce. Company formation Switzerland should normally be less than two or three weeks.

How to access the Swiss Trade register?

The local government reserves the right to affirm the name of the company that is going to be formed. The approval from Swiss authorities must be obtained in order to have the right to use it for commercial goals. This procedure is needed for precaution. It ensures the uniqueness of all company names. There is no problem to check whether a chosen name is available or not, as everyone has access to the Switzerland Federal Registry. It provides people with an opportunity to see all registered business names.

Doing Business as Sole Proprietorship or as a Partnership

Entrepreneurs who want to run their business operations without forming a legal entity can do so as a sole proprietorship, or as a member of a limited or general partnership. Both variants require little formality for establishment. A legal entity with annual revenue of 100,000 CHF and more, must be submitted to the Swiss Commercial Registry. It should be noted, that entrepreneurs have applied to cantonal unity for the canton where the company operates from.

Sole Proprietorship

While arguing a question concerning the name a sole proprietor should think about a trading name as well. The entire process is quite simple - one should just fill in a registration form, no specific documents are required. The costs of registration may be different depending on the decisions of local authorities.

Swiss Partnerships

In Switzerland, two or more entrepreneurs can team up to run a business under a partnership. Usually, partnerships are made up of entrepreneurs or legal entities providing similar products or products. The participants must draft a partnership agreement. This document should be notarized with a certified notary. It is important to know that there is no requirement concerning a minimum share capital. Moreover, a partnership doesn't imply the company articles. However, participates hold individually responsible for the debts and obligations in case the company goes bankrupt.

Gesellschaft mit beschränkter Haftung (GmbH)

For the creation of a GmbH, there should be at least 20,000 CHF of authorized capital. It should be noted, that the names of company shareholders are revealed in a public register. These legal forms require articles of association. Here must be noted a firm's purpose, a business profile, the governing bodies, and information about company founders and shareholders.

Aktiengesellschaft (AG)

Moreover, there is a requirement to have a founding document and proof of funding. This document can be obtained from a bank in Switzerland after the share capital is deposited.

For the formation of an AG, there should be at least 100,000 CHF of authorized capital. It is important to know, that at least 20% must be paid up when the legal entity is registered. This legal form is the most common in the country as it is appropriate for different business activities. It is suitable for corporations, big companies, and multinationals.

The Process of Company Formation in Switzerland

The shareholders of an AG are not listed in a public registry. An AG requires articles of association. It must include information about the purpose of a legal entity, governing bodies, shareholders. Besides, it is important to have proof of funding when registering for this legal entity. One of the benefits an AG has over the GmbH is that it is not difficult to change ownership.

Corporate Taxation

When registering a legal entity there is a requirement that at least one of the firm's directors must be a resident of the country. It is important to know, that it is possible to hire firm directors to comply with this requirement if none of the founders is a resident of Switzerland. The legal entity must also be submitted with a notary. It is noteworthy that this procedure could be done in any of al the Swiss cantons regardless of where the company is located.

Swiss Trademarks

For entrepreneurs who deal with intellectual property, it is important to register a Swiss trademark. A registered trademark is valid for 10 years. There is a possibility to continue it for another 10 years after the expiration date. Trademarks used outside the country can be registered globally through the WIPO. It is headquartered in Geneva.

Get Professional Assistance

Even though company creation is quite simple in Switzerland, we recommend contacting specialists who have experience in company formation in this country. SwissFirma provides its customers with assistance in operating all processes relating to the legal requirements, paperwork, and any other issues they might face during company creation in Switzerland.

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