1989 - 2018 29 years in business Saturday, 20th January 2018

SWITZERLAND


 

Company formation in Switzerland – AG, Legal and Taxation Aspects

Company Type:          Aktiengesellschaft (AG) (Public Limited Company)

 

Name: Any name can be chosen provided not already in use accordingTo Swiss commercial register. References to commercial activities must reflect the actual business of the company.
Capital: Minimum of 100’000.00 CHF, wherever half of each share must be paid up before incorporation
Shares: Bearer and/or registered shares (some of which can also be issued as participation certificates – without voting rights).
Shares Index:      Yes, for registered shares.
Registered Agent         Requirement: No
Registered                  Headquarters: Anywhere in Switzerland
Entry in the public Register: Article of incorporation must be publically registered and following incorporation the company must be entered in the commercial register
Shareholders: Minimum of 3 shareholders, natural or legal persons – also foreign natural persons
Directors: Board of Directors:  One or more persons The majority of members must be resident in Switzerland and have Swiss Citizenship or be EU/EFTA nationals with a registered domicile in Switzerland
Auditors: Yes, an auditor’s report is mandatory. At least one auditor must have a registered domicile in Switzerland.
Incorporation            Period: Up to 2 weeks
Disclosure of Beneficial Owner:   No
Disclosure of Shareholders: Yes, registered shareholders. 
Disclosure of Directors: Yes, Board of directors.
Trading Restrictions:  Yes, some commercial activities must be authorized.
Taxation: Federal taxes, cantonal tax and municipal taxes must be paid. The Zug region has the lowest taxation rate.                       

Holding companies have tax advantages: 8.5% federal tax on profits, no cantonal tax on capital gains, 0.0075% tax on company joint capital.

 

Operating companies: 8.5% federal tax on profits, 4%-7% cantonal tax  – income-based, 0.05% tax on company joint capital.

 

Dividends are subject to a 35% withholding tax – a refund is possible according to certain dividend refund provisions.

Double Taxation Agreements: Yes
Financial Statements:  Yes
Tax Returns: Yes
Accounting: Yes
Annual Reports: Yes
Formation Costs: Reasonable cost
Annual Running Costs: Reasonable running cost

 

Company formation in Switzerland – GmbH, legal and Taxation Aspects

 

Company Type:       Gesellschaft mit beschrankter Haftung (GmbH) (Limited Liability Company)

 

Name: 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. 
Capital: Minimum of 20 000 CHF
Shares: Minimum nominal value of the shares CHF 100.00. Shareholders may hold more than one share.
Shares Index:      No (partners must always be entered in the commercial register).
Registered Agent         Requirement: No
Registered                  Headquarters: Anywhere in Switzerland.
Entry in the public Register: Article of incorporation must be publically registered and following incorporation the company must be entered in the Commercial register
Shareholders: Minimum of 2 persons, (natural or legal), Sole proprietorship possible.
Directors: Managing Directors:               No limitations on foreign nationals

Only one authorized signatory must have a registered address in  Switzerland

Managing directors do not have to be GmbH partners.

Auditors: No, auditing optional.
Incorporation            Period: Up to 2 weeks
Disclosure of Beneficial Owner:   No
Disclosure of Shareholders: Yes, partner’s names must be entered in the commercial register.
Disclosure of Directors: Yes, managing directors.
Trading Restrictions:  No
Taxation: Federal taxes, cantonal tax and municipal taxes must be paid. The Zug region has the lowest taxation rate.                                               

Holding companies have tax advantages: 8.5% federal tax on profits, no cantonal tax on capital gains, 0.0075% tax on company joint capital.

 

Operating companies: 8.5% federal tax on profits, 4%-7% cantonal tax  – income-based, 0.05% tax on company joint capital.

 

Dividends are subject to a 35% withholding tax – a refund is possible according to certain dividend refund provisions.

 

Double Taxation Agreements: Yes
Financial Statements:  Yes
Tax Returns: Yes
Accounting: Yes
Annual Reports: Yes
Formation Costs: Reasonable formation cost
Annual Running Costs: Reasonable running cost

 

General Information

 

Area: 41 293 sq km
Capital: Bern
GDP per capita: 40 000 Euro 

 

Unemployment Rate: 3.9%
Population: 7.4 million
Language: German, French, Italian, Romansh
Currency:  Swiss Franc (CHF)
Rate of Inflation: 0,8 %
Political Risks: None
Cost of Living: Among the highest in Europe
Communications: Good
Residence Permit: Since the introducing of a bilateral agreement between Switzerland and the EU on 01-06.2002, EU nationals can become residents.
Legal Systems: The Swiss Civil law of 1907 and the Obligation law of 1911, which comprises the law on trading companies.
Exchange Control: Does not exist, all currencies can be traded freely
Patent Law: Patent law of 1956 with additions
Tax Information Exchange Agreement

 

None, with the exception of USA: Legal support in relation to tax offences using money from organized crime.

 

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