Company registration in Switzerland
Switzerland is one of the leading countries for business. It is a respectable jurisdiction with a developed legal framework, a judicial system, and a favorable investment climate. Furthermore, the population has the highest level of education, so there are no problems finding professional specialists.
However, running a business in this country has several features you must know. Registering a company in Switzerland consists of a particular procedure, and it is essential to follow it to avoid rejections and to avoid losing time. Lawtter Solutions offers clients services for establishing companies in this country. We provide a turnkey procedure.
3 500 EUR*
5-7 days
From 11,9%
Without personal visit
Benefits
Benefits of Registering a Company in Switzerland
Opening a business in Switzerland has countless significant advantages. Let’s consider the main ones.
Possibility of Opening an Offshore Company
Political and Economic Stability
Attractive Conditions for Foreign Investors
Comfortable Work in European Markets
Various Conditions in Different Cantons
When registering a company in Switzerland, deciding on a suitable form is crucial. The most popular are five organizational and legal forms for conducting business.
Sole Proprietorship
Individual entrepreneurs can conduct activities near Switzerland. This organizational and legal form is suitable for small businesses, such as restaurants, cafés, or a small cleaning company. However, entrepreneurs are limited by the amount of annual profit and the number of personnel, so running an average business in this way will not be possible.
Limited Liability Companies
These companies are suitable for small or medium-sized businesses. Shareholders are responsible within the framework of the company’s authorized capital, which is 20,000 Swiss francs. Organizations can work both in Switzerland and abroad. In such companies, shareholders cannot remain anonymous.
Public Joint Stock Companies
Such forms of ownership are suitable for medium or large businesses. The company’s shares can be distributed without restrictions, and the number of shareholders is also not limited. In such companies, shareholders can maintain anonymity, but their opening will require a relatively sizable authorized capital – 100,000 Swiss francs.
General Partnership
A General Partnership is a form of collaboration in which all participants (partners) have unlimited liability. Accordingly, they are responsible for the company’s obligations within their share and personal assets and property.
Limited Partnership
Limited Partnership is a type of partnership where all partners have liability limited to their share, except for the general partner. Note that, limited partners have no personal property or asset liability, but it is possible for a general partner.
Several requirements must be met to register a company in Switzerland. We describe them further.
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.
Switzerland uses the global principle of taxation. Both resident enterprises and non-residents must pay taxes. Offshore in Switzerland are not exempt from taxation but can pay taxes at reduced rates. Switzerland has no capital gains tax, stamp duty, or exchange controls.
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%.
Businesses in Switzerland must submit reports. This is especially true of the annual financial report and audit.
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.
When registering a company in Switzerland, deciding on a suitable form is crucial. The most popular are five organizational and legal forms for conducting business.
Sole Proprietorship
Individual entrepreneurs can conduct activities near Switzerland. This organizational and legal form is suitable for small businesses, such as restaurants, cafés, or a small cleaning company. However, entrepreneurs are limited by the amount of annual profit and the number of personnel, so running an average business in this way will not be possible.
Limited Liability Companies
These companies are suitable for small or medium-sized businesses. Shareholders are responsible within the framework of the company’s authorized capital, which is 20,000 Swiss francs. Organizations can work both in Switzerland and abroad. In such companies, shareholders cannot remain anonymous.
Public Joint Stock Companies
Such forms of ownership are suitable for medium or large businesses. The company’s shares can be distributed without restrictions, and the number of shareholders is also not limited. In such companies, shareholders can maintain anonymity, but their opening will require a relatively sizable authorized capital – 100,000 Swiss francs.
General Partnership
A General Partnership is a form of collaboration in which all participants (partners) have unlimited liability. Accordingly, they are responsible for the company’s obligations within their share and personal assets and property.
Limited Partnership
Limited Partnership is a type of partnership where all partners have liability limited to their share, except for the general partner. Note that, limited partners have no personal property or asset liability, but it is possible for a general partner.
Several requirements must be met to register a company in Switzerland. We describe them further.
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.
Switzerland uses the global principle of taxation. Both resident enterprises and non-residents must pay taxes. Offshore in Switzerland are not exempt from taxation but can pay taxes at reduced rates. Switzerland has no capital gains tax, stamp duty, or exchange controls.
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%.
Businesses in Switzerland must submit reports. This is especially true of the annual financial report and audit.
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.
Registration company
Company Registration Process in Switzerland
The process of registering a company in Switzerland includes five main stages. We describe them below:
Verification
Company name
Preparation of registration documents
Submission of documents
Final documents
Documents
Documents Required for Registration
If the director, shareholder, and beneficial owner is an individual, the following package of documents will be required:
- Identity document. It can be a copy of a passport or an ID.
- A document confirming the address of residence. It can be a utility bill for at least three months (mobile phone bills are not accepted) or a bank statement.