1. What types of company can be formed in Switzerland?
There are two main types of business entity defined in Swiss law:
- Stock corporation: Aktiengesellschaft in German (AG), Società Anonima / Société Anonime in Italian / French (SA)
- Limited liability company: Gesellschaft mit beschränkter Haftung in German (GmbH), Società a Garanzia Limitata in Italian (SAGL), Société à Responsabilité Limité in French (SARL)
- Sole partnership: Einzelunternehmen in German, Ditta Individuale in Italian, Entreprise Individuellein in French
- General partnership: Kollektivgesellschaft in German, Società in Nome Collettivo in Italian, Société en Nom Collectif in French
- Limited partnership: Kommanditgesellschaft in German, Società in Accomandita in Italian, Société en Commandite in French
These business entities are governed by the Civil Code or the Swiss Code of Obligations.
2. What is the minimum share capital for each company type in Switzerland?
Partnership-type companies do not have a minimum capital requirement.
A stock corporation (AG/SA) must have a minimum share capital of 100,000 CHF. At least 50% of the share capital (e.g. 50,000 CHF) must be paid up upon incorporation.
The share capital amount for a limited liability company (GmbH/SAGL/SARL) must be at least 20,000 CHF, and may not exceed two million CHF. At least 50% of the share capital must be paid in cash or in kind by each of the members upon formation of the company.
3. Are there any requirements relating to company management in Switzerland?
The management of a stock corporation (AG/SA) or a limited liability company (GmbH/SAGL/SARL) must comprise at least one director.
Stock corporations and limited liability companies must have at least one representative who is a resident of Switzerland. This person must be a member of the board of directors or an executive officer. They must have access to the register of bearer shareholders and of the beneficial owners, unless the register is kept by a financial intermediary.
4. What documents are required for company formation in Switzerland?
Articles of Association are required by law for both stock corporations (AG/SA) and limited liability companies (GmbH/SAGL/SARL). The law imposes some basic requirements on these two legal structures.
A company’s Articles of Association must include at least the following information:
- company name, corporate purpose, and head office;
- amount of share capital and the paid-up amount;
- number and nominal value of shares;
- voting rights, and general meeting schedule;
- details of the members of the board of directors, and the statutory auditor; and
- for an SA, the form of publication of results.
5. What is the company registration process in Switzerland?
The incorporation documents must be submitted to the cantonal trade register, depending on the location of the seat of the company.
It is suggested that the application is made by a public notary, since the trade register’s office could reject it if documents are not correct and do not comply with the law.
6. Are details of company ownership public in Switzerland?
The ownership of company shares is public and can be viewed by request to the trade register office or on the Central Business Name Index “Zefix”, which is updated by the Federal Department of Justice and Police (FDJP) and the Federal Office of Justice (FOJ).
Ownership of a stock corporation (AG/SA) is not published on the the trade register.
7. Can a foreign individual or company own shares in a Swiss company?
Foreign persons and companies can own shares in a Swiss company.
8. What is the corporate tax rate in Switzerland?
Taxation depends on the Canton – the total tax burden for companies ranges from 11-25%. Nonetheless, there are attractive options for optimising corporate taxes on a case-by-case basis.
9. What are the rules for issuing dividends from Swiss companies?
Dividends may only be paid from the balance sheet profit and from reserves formed for that purpose, and may only be determined once the allocations to the reserves required by law and by the Articles of Association have been deducted.
The dividends must be determined in proportion to the nominal value of the capital contributions; if additional financial contributions have been made, this amount must be added to the nominal value in order to determine the dividends. The Articles of Association may provide for a different arrangement.