When setting up a company, foreign nationals can select from the available forms of legal entities.
The Federal Government and the Cantons attach great importance to offering efficient support to representatives of investment and domiciling projects.
The principal business entities are the branch of a foreign company and the corporation (limited liability company and stock corporation).
There are no formal restrictions on operating as a branch of a foreign company in Switzerland. A branch is subject to Swiss laws, must be registered with the Swiss Register of Commerce and needs to have its own accounts expressed in CHF for fiscal purposes. There’s no requirement for share capital.
At least one of the directors needs to be resident in Switzerland (Swiss or EU citizen).
Principally, the same tax provisions apply to branches and corporations, and the same rates are applied to both entities.
However, no withholding tax is due on profits distributed by a branch.
For commercial and administrative reasons, it is normally preferable to operate through a subsidiary corporation.
The most widely used company form is the stock corporation (Aktiengesellschaft, Société Anonyme, Società Anonima).
The minimum statutory capital is CHF 100’000, of which 20% (at least CHF 50’000) must be paid in. Shares can be registered or bearer shares.
Bearer shares offer the advantage of complete anonymity (the names of the shareholders are not published and not known to the authorities) and easy transfer of ownership. One or more members compose the Board of Directors, at least one of which must be a Swiss or EU citizen, resident in Switzerland.
A new law approved on 12th December 2014 by the Swiss Parliament and entered into force on July 1st, 2015, requires, however, for all companies to keep a register of shareholders for bearer shares, which is not public nor filed (please refer to ‘Money laundering’).
Accounts need not to be filed. Forming a new company takes approximately 10 days.
With effect from January 1, 2008 the law on the Limited Liability Company has been modified substantially, so that the importance of the limited liability company, previously limited to mainly small local businesses, is due to increase. The limited liability company offers limited liability to its shareholders as with a stock corporation, with, however, the possibility for a more personalized structure.
The minimum statutory capital is CHF 20’000, of which 50% (at least CHF 10’000) must be paid in.
One or more members compose the Board of Directors; at least one Director must be Swiss or EU citizen resident in Switzerland.
Accounts need not to be filed.
Forming a new company takes approximately 10 days.