Opening a branch in Switzerland involves two critical stages: corporate registration with the Commercial Register and employee legalization under Swiss immigration law. This guide provides a step-by-step roadmap for foreign companies entering the Swiss market in 2026, covering both processes in detail. ## The primary choice: branch or subsidiary (GmbH/AG) in Switzerland? Before proceeding with registration, foreign companies must decide between establishing a branch or forming a subsidiary. This decision fundamentally shapes liability exposure, capital requirements, and operational flexibility. A branch is not a separate legal entity but an extension of the parent company. The parent company bears full responsibility for all branch obligations. — [SECO, Company formation 2025](https://www.seco.admin.ch) ### Comparative analysis: branch vs. subsidiary structures

Branch vs. Subsidiary: Key Differences

Branch (Zweigniederlassung)

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Legal Status: Extension of parent company, not a separate entity.
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Parent Liability: Full, unlimited liability for all obligations.
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Minimum Capital: None required.
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Profit Repatriation: No Swiss withholding tax on transfers.

Subsidiary (GmbH/AG)

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Legal Status: Independent legal entity.
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Parent Liability: Limited to capital contribution (CHF 20k/100k).
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Minimum Capital: CHF 20,000 (GmbH) or CHF 100,000 (AG).
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Profit Repatriation: Subject to withholding tax (DTA may apply).

Criterion	Branch (Zweigniederlassung)	GmbH (Sàrl)	AG (SA)
Legal status	Extension of parent company; no separate legal entity	Independent legal entity	Independent legal entity
Parent liability	Parent company bears full, unlimited liability for all branch obligations	Limited to CHF 20,000 capital contribution	Limited to CHF 100,000 capital contribution
Minimum capital	None required	CHF 20,000 (fully paid)	CHF 100,000 (CHF 50,000 initial deposit)
Establishment complexity	Simpler; 7–10 weeks registration	Moderate; requires notarization and capital deposit	Most complex; board structure and capital verification
Management requirements	At least one Swiss resident representative with signing authority	At least one director with Swiss residence	Company must be representable by at least one person domiciled in Switzerland with signing authority
Taxation	Swiss corporate tax on branch profits; parent country taxes worldwide income per DTA	Swiss-only taxation; simplifies structure with favorable DTAs	Swiss-only taxation; 95% dividend exemption if parent owns ≥10%
Profit repatriation	No Swiss withholding tax on transfers to parent	Subject to withholding tax on dividends unless DTA exemption applies	Subject to withholding tax on dividends unless DTA exemption applies
Reporting obligations	Integrated into parent company accounts; Swiss Commercial Register filing required	Independent Swiss financial statements; full audit if thresholds met	Independent Swiss financial statements; full audit if thresholds met
Commercial autonomy	Limited; must conduct same activities as parent	Full autonomy; can pursue distinct business lines	Full autonomy; can pursue distinct business lines

### When a branch is your optimal choice Scenario 1: Market testing. A branch provides rapid, low-cost market entry for companies evaluating Swiss demand without committing significant capital. No minimum capital requirement eliminates the CHF 20,000–100,000 barrier inherent in subsidiary formation. Scenario 2: Centralized management. Parent companies seeking direct operational control benefit from the branch structure. Decision-making remains centralized, avoiding the governance complexity of a separate board of directors. Scenario 3: Brand leverage. Established international brands entering Switzerland can operate under their existing name and reputation. The branch must use the parent company's trading name, reinforcing brand recognition. Scenario 4: Sector-specific advantages. In regulated industries like banking and insurance, extending existing parent company licenses to a branch may simplify regulatory approval compared to obtaining new licenses for a subsidiary. ### When to choose a subsidiary structure Scenario 1: Liability limitation. Subsidiaries isolate Swiss operational risks from the parent company. The parent's liability is capped at its capital contribution, protecting global assets from Swiss-specific claims. Scenario 2: Investment attraction. GmbH and AG structures enable equity sales to Swiss or international investors. Branches cannot issue shares or accept external capital. Scenario 3: Operational autonomy. Subsidiaries function as independent business units with their own management, strategy, and financial reporting. This autonomy supports long-term, substantial Swiss operations requiring local decision-making authority. Information provided for general purposes only and does not constitute legal, tax, or financial advice. Consult a qualified Swiss advisor for specific guidance. ## Stage 1. Corporate registration: registering the branch in the Commercial Register The Swiss Commercial Register (Handelsregister) serves as the official registry for all commercial entities operating in Switzerland. Branch registration follows a structured five-step process governed by cantonal authorities.

5 Steps to Register Your Swiss Branch

Board Resolution & Docs

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Appoint Swiss Representative

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Submit to Commercial Register

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Post-Registration Actions

[ZEFIX](https://www.zefix.ch) provides centralized access to commercial register records from all cantons. {{cta:cta-1}} ### Step-by-step registration procedure #### Step 1: board resolution and parent company documentation The parent company's board of directors must formally authorize branch establishment through a notarized resolution. Required documents include: - Notarized board resolution authorizing Swiss branch opening - Apostilled Commercial Register extract from parent company's home jurisdiction (issued within 6 months) - Apostilled articles of association (constitution or bylaws) of parent company - Proof of business activity (business license or registration certificate from home country) All non-German/French/Italian documents require official translation by a certified translator. Translations must be notarized to ensure Commercial Register acceptance. The complete document package must demonstrate the parent company's legal existence, authorized activities, and formal decision to establish Swiss operations. Missing or improperly certified documents delay registration by 2–4 weeks. For detailed requirements by canton, consult the [Swiss Federal Administration's business portal](https://www.ch.ch/en/company-formation/) or the [Zug Commercial Register guidelines](https://www.zg.ch/behoerden/justiz_sicherheit/direktion_fuer_justiz_und_gesundheit/amt_fuer_zivilstand_und_beziehungen_zum_ausland/handelregister). #### Step 2: appointing a Swiss resident representative with signing authority At least one person domiciled in Switzerland must have signing authority to represent the company. — [SECO, Company formation 2025](https://www.seco.admin.ch) Swiss law mandates at least one representative with permanent Swiss residence and signing authority for the branch. This individual acts as the official contact point for Swiss authorities and business partners. Legal functions and responsibilities: The resident representative must be authorized to legally bind the branch in contracts, official correspondence, and regulatory matters. They receive all official communications at the Swiss registered address and ensure compliance with local regulations. Practical role: While operational decisions may remain with the parent company, the resident representative manages local compliance, facilitates communication with cantonal authorities, and signs documents on behalf of the branch. Appointing two representatives with joint signing authority prevents potential abuse and ensures continuity. The representative may be a Swiss citizen or a foreigner holding a valid Swiss residence permit (Permit B or C). Nominal directors without real authority create legal and operational risks, including potential requalification of the branch as a permanent establishment subject to additional tax scrutiny. #### Step 3: registering a legal address in the canton The branch requires a physical, registered office (domicile) in Switzerland. Available options include: Physical office rental: Leasing commercial space provides a dedicated operational base. Lease agreements must confirm the address is available for official correspondence and business activities. Virtual office services: Many cantons accept virtual office addresses provided by domicile service providers. These services offer a registered address, mail handling, and meeting room access without requiring full office rental. Verify cantonal acceptance before contracting virtual office services. Canton selection and tax implications: Effective corporate tax rates vary significantly by canton. Combined federal, cantonal, and municipal rates range from 11.85% in Zug to 21% in Geneva. For a branch generating CHF 1 million annual profit, the tax differential between Zug and Geneva amounts to CHF 77,000–97,000 annually. Cantons with competitive tax rates include: - Zug: 11.85% effective rate - Nidwalden: 11.9–12.1% - Lucerne: 12.3% - Schwyz: 12.4% High-tax cantons include: - Geneva: ~14% - Zurich: 19.7% - Ticino: ~19.2% Beyond taxation, consider proximity to clients, industry clusters, and availability of skilled labor when selecting a canton. #### Step 4: submitting documents to the Commercial Register (Handelsregister) The cantonal Commercial Register Office reviews all submitted documentation for completeness and legal compliance. The application process involves: 1. Complete the Commercial Register application form (provided by the cantonal authority) 2. Submit all prepared documents to the cantonal Commercial Register Office 3. Pay registration fees (vary by canton and business form) Review timeline: Processing takes 3–5 weeks from submission to entry in the register. Once approved, the branch is entered in the cantonal Commercial Register and published in the Swiss Official Gazette of Commerce (SHAB/FOSC). SHAB publication: The Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt/Feuille officielle suisse du commerce) publishes all Commercial Register entries within one business day of registration. SHAB publication provides legal notice to third parties. #### Step 5: post-registration actions (tax, social insurance, banking) After Commercial Register entry, the branch must complete several mandatory registrations: Tax registration: Within one month of establishment, notify the cantonal tax office by submitting an application and documents confirming branch creation. This registration covers: - Corporate income tax: Federal, cantonal, and municipal taxes on branch profits - Value Added Tax (VAT/MWST): Mandatory if annual turnover exceeds CHF 100,000 Companies with annual turnover exceeding CHF 100,000 must register for VAT. — [Federal Tax Administration, VAT 2025](https://www.estv.admin.ch/estv/en/home/value-added-tax.html) The branch registers for Swiss VAT and files Swiss VAT returns (quarterly or semi-annually) once the CHF 100,000 threshold is exceeded. Social insurance registration (AHV/AVS): Register the branch as an employer with Swiss social insurance funds by submitting an application along with proof of opening a bank account and confirmation that the branch will make payments to employees. This registration enables social insurance contributions for branch employees. AHV/AVS contribution rates (2025): OASI/DI/EO contribution rates are 8.7% / 1.4% / 0.5%, split equally between employer and employee. — [AHV/IV, Contribution rates 2025](https://www.ahv-iv.ch) - Old-age (AHV) 8.7%, Disability (IV) 1.4%, Income loss (EO) 0.5% (split equally); total combined AHV/IV/EO share — 10.6%. Swiss bank account: Opening a dedicated Swiss bank account facilitates payroll processing, operational expenses, and tax compliance. Swiss banks specializing in branch account services should be contacted after Commercial Register entry. ### Registration timeline and costs

Stage	Estimated time
Document preparation & translation	2–3 weeks
Swiss representative appointment	1 week
Commercial register process	3–5 weeks
Tax and social registrations	1–2 weeks post-registration
Total average timeline	7–10 weeks

Costs vary by canton; consult cantonal authorities for current fee schedules. {{cta:cta-1}} ## Stage 2. Immigration procedures: legalizing employees in Switzerland Employee legalization in Switzerland follows fundamentally different procedures for EU/EFTA citizens versus third-country nationals. Understanding this distinction is critical for workforce planning. ### Key distinction: EU/EFTA citizens vs. third-country nationals EU/EFTA citizens: The Agreement on the Free Movement of Persons (AFMP) guarantees automatic employment rights for citizens of EU/EFTA member states. Residence permit (Permit B) is issued automatically upon presentation of an employment contract; permanent residence (Permit C) is available after 5 years of continuous residence. EU/EFTA citizens benefit from the right to reside and work in Switzerland under the Agreement on Free Movement of Persons. — [SEM, Free movement 2025](https://www.sem.admin.ch) Third-country nationals: Citizens of countries outside the EU/EFTA are subject to strict annual quotas. For 2025, Switzerland allocated quotas for third-country nationals: long-term permits (Permit B) and short-term permits (Permit L).

Employee Legalization Pathway

EU / EFTA Citizens

Employment Contract

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Residence Permit (B) Issued

(Automatic under AFMP)

Third-Country Nationals

Prove Hiring Priority

(No suitable Swiss/EU candidates)

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Obtain Work Permit (L or B)

(Subject to strict quotas)

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Apply for National Visa (Type D)

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### Procedure for third-country nationals (primary complexity) #### Step 1: obtaining a work permit (Work Permit) Switzerland operates a quota system for third-country nationals, with federal and cantonal allocations. Employers must demonstrate economic benefit to Switzerland and prove the inability to find equivalent specialists in the local or European labor market. Priority hiring principle (Inländervorrang): Before approving a work permit for a third-country national, cantonal migration authorities verify that no suitable candidates from Switzerland or EU/EFTA countries are available for the position. Employers must document recruitment efforts and justify the foreign hire. "Obtaining a work permit for third-country nationals is the most challenging stage. The key to success is a properly prepared dossier proving the specialist's unique qualifications and their value to the Swiss economy," — Markus Pritzker, SwissFirma. #### Step 2: types of work permits (L, B) and conditions for issuance Permit L (short-term): - Duration: Up to 12 months for employment contracts under 12 months - Conditions: Valid job offer, compliance with salary and language requirements, subject to quotas - Renewal: Not permitted; employee must leave Switzerland or obtain a different permit type after expiration Permit B (long-term): - Duration: 1–5 years, issued for employment contracts of 12 months or longer - Conditions: Qualified position, integration into Swiss society, compliance with quotas - Renewal: Renewable; allows job changes and freedom of movement within Switzerland - Pathway to permanent residence: After 5–10 years of continuous residence, Permit B holders may apply for Permit C (permanent residence) Both permit types require proof of qualifications and experience matching the position, as well as demonstrated integration into Swiss society. #### Step 3: applying for a national visa (Type D) After cantonal migration authorities approve the work permit, the employee applies for a Type D national visa at the Swiss consulate in their home country. Application process: 1. Schedule an appointment at the Swiss consulate by email (e.g., moscow.visa@eda.admin.ch for Moscow) 2. Submit required documents: - Completed visa application form - Valid passport - Passport-sized photographs - Proof of financial means - Health insurance with minimum CHF 30,000 coverage - Proof of accommodation and travel bookings 3. Provide biometric data: Fingerprints are mandatory for applicants over 12 years old (exemption if fingerprints were provided within the last 4–5 years) Processing time: Standard processing takes 20–30 business days. Complex cases may require up to 60 days. #### Step 4: registration upon arrival in the canton Within 14 days of entering Switzerland, the employee must register with the cantonal migration office to provide biometric data for the residence permit card. Registration procedure: 1. Contact the cantonal migration office in the canton of residence and employment 2. Submit biometric data (fingerprints and photograph) for the residence permit card 3. Receive the residence permit card (Permit B or L) authorizing legal stay and work Failure to register within 14 days may delay permit issuance and legal work commencement. Information provided for general purposes only and does not constitute legal, tax, or financial advice. Consult a qualified Swiss advisor for specific guidance. ## Taxation of Swiss branches: complete breakdown ### Corporate taxes (federal, cantonal, municipal) Switzerland operates a three-tier corporate tax system: - Federal corporate tax: 8.5% nominal rate on after-tax profit (effective ~7.83% after deduction from tax base) - Cantonal corporate tax: Varies by canton; typical rates 11–15% - Municipal corporate tax: Varies by municipality within each canton - Combined effective rate: 11.85–21% depending on location The federal corporate tax rate is 8.5% of profit after tax. — [Federal Tax Administration, Corporate income tax 2025](https://www.estv.admin.ch) Examples of effective rates by canton (2025): - Zug: 11.85% - Nidwalden: 11.9–12.1% - Lucerne: 12.3% - Geneva: ~14% - Zurich: 19.7%

Effective Corporate Tax Rates: Canton Comparison (2025)

Zug

11.85%

Lucerne

12.3%

Geneva

~14%

Zurich

19.7%

Note: Rates are illustrative. The lowest rate (Zug) is highlighted in red.

Pillar Two OECD minimum tax: Switzerland implements a 15% minimum tax for large groups from 2024. — [Federal Council, Pillar Two 2024](https://www.admin.ch) Since 2024, multinational companies with annual revenue exceeding EUR 750 million are subject to a 15% minimum corporate tax under the OECD Pillar Two framework. Switzerland plans to implement the Income Inclusion Rule (IIR) in 2025. ### Value Added Tax (VAT/MWST): registration and rates Mandatory registration threshold: Annual turnover exceeding CHF 100,000 VAT rates (2025): VAT rates in 2025: 8.1% standard, 2.6% reduced, 3.8% for accommodation. — [Federal Tax Administration, VAT rates 2025](https://www.estv.admin.ch/estv/en/home/value-added-tax.html) - Standard rate: 8.1% (increased from 7.7% on January 1, 2025) - Reduced rate: 2.6% (most food products and medicines) - Hotel rate: 3.8% (Swiss hotel services) VAT is levied only at the federal level on sales of goods and services in Switzerland and on imports. Exports are taxed at 0%. Electronic platforms with annual sales over CHF 100,000 of low-value consignments to Switzerland must register for VAT and collect VAT at checkout, acting as deemed suppliers. — [Federal Tax Administration, VAT e-commerce 2025](https://www.estv.admin.ch/estv/en/home/value-added-tax.html) ### Profit distribution and avoiding double taxation (DTA) Key advantage of branch structure: Profit transferred from a Swiss branch to the foreign parent company is not subject to Swiss withholding tax at source. This contrasts with subsidiaries, where dividend distributions may incur withholding tax unless exempted under a Double Taxation Agreement (DTA). Double Taxation Agreements (DTAs): Switzerland has signed DTAs with over 100 countries, defining the allocation of taxing rights on income types including dividends, interest, and royalties. These agreements prevent double taxation by allowing the parent company's home country to tax repatriated profits while Switzerland refrains from imposing withholding tax. Tax treatment of branch profits: - Swiss corporate income tax is paid on profits generated in Switzerland - The parent company's home country taxes worldwide income but typically grants a foreign tax credit for Swiss taxes paid - No specific "repatriation tax" exists on transfers of profits from branch to parent The precise treatment depends on the specific DTA between Switzerland and the parent company's jurisdiction. Companies should consult tax advisors regarding their home country's rules. Information provided for general purposes only and does not constitute legal, tax, or financial advice. Consult a qualified Swiss advisor for specific guidance. ## Common mistakes when opening a branch and how to avoid them ### Mistake №1: underestimating requirements for the Swiss resident representative Problem: Appointing a representative without understanding their legal obligations or ensuring their reliability creates operational and legal risks. If the representative lacks real authority or acts beyond ordinary agency functions, Swiss tax authorities may requalify the branch as a permanent establishment, triggering taxation on worldwide income and additional tax assessments. Solution: - Engage an independent Swiss resident (not an employee of the parent) with clear contractual obligations - Verify the person has no conflicts of interest and full authorization from the parent - Ensure the representative is formally authorized in writing through a notarized power of attorney - Avoid nominal directors without real responsibility; absence of real economic presence abroad combined with reliance on Swiss representatives increases risk of losing controlled foreign company (CFC) status and related tax consequences ### Mistake №2: incorrect canton selection without tax analysis Problem: Choosing a canton based on commercial factors (proximity to clients, industry clusters) without analyzing tax implications can result in significantly higher tax liabilities. Example: A branch generating CHF 1 million annual profit pays CHF 118,500 in corporate taxes in Zug (11.85% effective rate) versus approximately CHF 140,000–210,000 in Geneva or Zurich. The difference compounds over time, reducing competitiveness and profitability. Solution: - Conduct a comparative tax analysis of potential cantons before establishment - Consult a Swiss tax advisor to model effective tax rates across cantons - Consider that cantonal/municipal rates vary significantly - Balance tax efficiency with operational factors (labor availability, client proximity, industry infrastructure) ### Mistake №3: ignoring immigration quotas and requirements for employees Problem: Failing to account for strict quotas on hiring third-country nationals disrupts business plans and delays project timelines. Consequences: - Quota limitations increase costs and slow project realization - Businesses not accounting for restrictions face talent shortages, extended recruitment timelines, and project delays Solution: - Plan workforce needs 6–12 months in advance to account for permit processing times (2–6 months for third-country nationals) - Prioritize hiring EU/EFTA citizens when possible to avoid quota constraints - Prepare comprehensive dossiers demonstrating the unique qualifications and economic value of third-country hires - Engage a Swiss migration lawyer to navigate quota applications and ensure compliance {{cta:cta-1}} ## Our services: comprehensive "turnkey" support SwissFirma provides end-to-end branch registration and employee legalization services for international companies entering the Swiss market: - Branch registration in any canton: Complete preparation and submission of all documents to the Commercial Register - Resident representative services: Provision of a qualified Swiss resident with signing authority - Work permit and visa support: Full assistance in obtaining work permits and visas for employees from third countries - Accounting and tax services: Ongoing bookkeeping, VAT registration, and corporate tax compliance Disclaimer: All content on this website is provided for information purposes only and does not constitute legal, tax, or financial advice. We accept no responsibility for any loss or damage arising from reliance on this information. For specific legal or tax guidance, consult a qualified Swiss advisor.

How to establish a branch in Switzerland and legalize employees: complete guide 2026