Frequently Asked Questions about company formation in Switzerland
Swiss company types: The most frequent legal forms are:
- The Limited Liability Company in Switzerland (GmbH or S.A.R.L.) is usually formed by investors who open small and medium sized companies which cannot be listed on the Swiss stock exchange. This type of company must have shareholders who are mentioned in the company documents and disclosed in the Commercial Register. A minimum share capital of 20,000 CHF is required to form the S.A.R.L.
- The Corporation (AG or SA) is suitable for all business needs and its simple requirements for the transfer of shares make it a widely used business form. The shareholders have limited liability and may remain anonymous (unlike for the S.A.R.L.). The corporation requires a larger minimum share capital than the limited liability company (minimum 100,000 CHF with at least 20% paid at the time of the incorporation).
- Partnership
- Sole proprietorship
In Switzerland, corporate taxes are levied at two levels: federal level and cantonal/communal level.
The federal tax rate has a value of 8.5% and is levied on net income. A stamp duty, transfer tax and real property tax (in some cantons) also apply.
- Federal tax is charged at 8.5% on profit after tax.
- At cantonal level, profits are taxed at varying rates between 6% to 21%, depending on individual cantons;
- Consequently, the effective corporate tax is typically between 12% to 24%;
- Non - resident companies are subjected to corporate tax on income generated in Switzerland if
- i). they are partners of a business in Switzerland
- ii). have permanent establishments or branches in Switzerland and/or
- iii). own local property;
- Switzerland holding companies enjoy tax exemptions at cantonal/communal level, and pay a tax of only 7.8%.
- All GmbH and publicly listed AG need to publicly disclose its shareholders;
- Anti -trust laws prevent Swiss resident firms from entering into contracts which form cartels or monopolies; For M&A matters, approval must be obtained;
- Switzerland mandates the majority of board members of a Swiss AG to either be residents or citizens;
- A Swiss AG can issue bearer shares only if the entire share capital (US$ 110,000) is fully paid up. A Switzerland LLC (GmbH) can’t issue bearer shares;
- Swiss resident firm must ensure that an annual general meeting (AGM) be held within 6 months of the end of the year;
- Swiss resident firms must pay payroll taxes for foreign employees who do not hold a permanent residence in the country.
Yes. Foreign investors can base their companies in Switzerland and benefit from the same business options as local entrepreneurs.
Yes. The company incorporated in Switzerland will need a registered office based in the country.
Investors who want to open a company in Switzerland need to choose the appropriate business type, choose a unique company name and open a bank account for the firm, prepare all the company documents and register the new legal entity with the Swiss Trade Register. Businesses will also need to be registered for VAT purposes in most cases.
The minimum share capital depends on the type of company: the limited liability company requires a start-up capital of at least 20,000 CHF while the corporation needs a larger amount, of at least 100,000 CHF. The sole proprietorship has no requirements for the minimum share capital.
The company needs a bank account where the minimum share capital is deposited. The account can be opened at a Swiss bank using several basic documents: the Articles of Association and the Business Registration document will usually be requested.
Yes. Certain types of business activities need special permits, apart from the mandatory business registration. Our company registration consultants in Switzerland can help you obtain them and also apply for work permits if you are an employer wishing to hire foreign employees.
Switzerland has a stable economy and offers a good business environment. The taxation system is convenient and the country is renowned for its professional banking system as well as banking secrecy. The country has a very well developed infrastructure and highly qualified workforce.