Company formation in Switzerland

Company formation in Switzerland - AG formation

Company Type:	Aktiengesellschaft (AG) (Public Limited 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 100 000 CHF, whereby 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 1 shareholder, 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.
Auditor:	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 authorised.
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:	5 500 CHF
Annual Running Costs:	3000 CHF (minimum) - 10.500,00 CHF (full service)

Company formation in Switzerland - GmbH formation

Company Type:	Gesellschaft mit beschränkter 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, at least 10 000 CHF must be paid before registration
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 authorised signatory must have a registered address in Switzerland managing directors do not have to be GmbH partners.
Auditor:	No, auditing optional.
Incorporation Period:	Up to 2 weeks
Disclosure of Beneficial Owner:	No
Disclosure of Shareholders:	Yes, partners' names must be entered in the commercial register.
Disclosure of Directors:	Yes, managing directors.
Trading Restrictions:	No
Taxation:	Federal taxes, cantonal taxes 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% contonal 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:	4 500 CHF
Annual Running Costs:	3 000 CHF (minimum) - 10 500 CHF (full service)

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, Rhaeto-Romanic
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 introduction of a bilateral agreement between Switzerland and the EU on 01.06.2002, EU nationals can become residents.
Legal System:	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:	None, with the exception of USA: Legal support in relation to tax offences using money from organised crime.