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