Company registration in Switzerland

Director

When registering a company in Switzerland, it is necessary to appoint at least one director. He/she can be a citizen of any country who has already turned 18. However, there is an important nuance. The company must have an authorized person who is a citizen of Switzerland and is entitled to sign. There may be the following options:

• Appointment of 2 or more directors, one of whom is a Swiss citizen.
• Appointment of 1 non-resident director and resident administrator with the right to sign.

The director must not be on sanctions lists and cannot be a citizen of a sanctioned country.

Shareholder

The requirements for shareholders in Switzerland are standard. Shareholders can be any person who has reached the age of 18. People from sanctioned countries or sanctions lists cannot own shares of a Swiss company. The company must have at least one shareholder.

Address

In Switzerland, each canton has its operating conditions, and the company is registered in a specific region. The legal address for the organization must be in the canton where it is registered and pays taxes.

Name

Before starting a business in Switzerland, you need to opt for a unique name. Before registration, the name is checked. The name must have an ending that indicates the form of ownership:

• Limited Liability Company – GmbH.
• Public Joint Stock Company – AG.
• General Partnership – KG.

The only exception is the Limited Partnership. This form of ownership does not require an ending in the name.

Share Capital

The authorized capital must be deposited and declared when registering a company in Switzerland. The minimum value of shares is 0.01 EUR. The size of the authorized capital depends on the form of ownership. For private limited companies, a deposit of CHF 20,000 is required. A joint stock company can be registered with a capital of at least 100,000 CHF.

Swiss Bank Account

All businesses must open an account with a local bank. This requirement applies whether the company operates domestically or in foreign markets. You can open an account in any bank in Switzerland.

Registration Agent

Swiss law does not require registration agents, but the company must have a secretary on staff.

Reporting

Legal entities registered in Switzerland are obliged to submit reports within the prescribed period.

Income Tax

The profit rate varies by canton. The minimum level is 11.9%, the maximum is 12.6%. The following cantons are the most profitable in terms of income tax:

• Train – 11.9%.
• Lucerne – 12.32%
• Geneva – 14%.

Tax on Dividends

The tax rate on dividends, interest, and royalties is 35%, the same for all Swiss cantons.

VAT

The value-added tax is also uniform for all Swiss cantons. The base rate is 8%. However, preferential tax rates of 3.8% or 2.5% may be applied to certain categories of goods and services. When working with EU countries, the VAT rate is 0%.

Annual Financial Report

Companies must submit annual financial statements and tax returns for the reporting calendar year. Reports are forwarded to the tax office of the canton in which the company is registered. Filing time requirements depend on whether the fiscal year is a calendar year. If so, the documents are submitted by November 30 following the reporting year. If not, the report is submitted six months after the reporting documents are drawn up.

Audit

For some companies, there is a requirement to undergo an annual audit. Companies that meet two of the following three conditions must undergo this procedure:

• The number of assets is 20,000,000 CHF and more.
• Annual turnover – 40,000,000 CHF and more.
• The number of employees is 250 or more.