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