How To Register Company In Switzerland?

Switzerland is located at the junction of Western, Central and Southern Europe, which has influenced the country’s history and culture. Since the 16^thcentury, Switzerland has pursued a policy of neutrality and has not participated in armed conflictswith its neighbours for more than 200 years. As a result, it has become one of the most prosperous countries in the world, both attractive for immigration and business. Major Swiss cities are Zurich, Geneva and Bern. Every year they are among the top 10 best cities in the world to live in.

7 Reasons to Register Company in Switzerland

1. Solid Reputation, Political Stability and Strong Economy

   There’s no doubt that Switzerland has long been not just a country in the Alps, but a brand synonymous with reliability. Whatever products you make, just add “Swiss” to their description and your sales will go up manifold.
   A stable economy and strong national currency of the Swiss Confederation will allow your company to develop systematically and implement long-term business projects.

2. Tax Benefits for Businesspeople

   This country has never been an offshore zone. Nevertheless, the unique political system and features of the Swiss taxation system allow foreign entrepreneurs to save a lot of money.

3. Reputable Swiss Banks

   The banking system of the country has a long history. Swiss neutrality has become a trademark, and it has also affected the work of banks. Sometimes to the point of absurdity, as it was during the Second World War when the funds of Nazi criminals were accepted for safekeeping.
   Fortunately, in modern times, some of the principles have been seriously revised. Switzerland has long ceased to be a place where funds of any origin can be deposited. What has remained relevant is that there is no foreign exchange control, the Swiss banks are highly reliable, and foreign assets are safe and secure.

4. Business Confidentiality

   Businessgoverning laws in Switzerland allow you to choose a form of incorporation that does not disclose the ultimatebeneficiaries of the business to the public.
   Nominee service is another option, but the Swiss director must be aware of the company’s affairs, and they are directly responsible for signing accounting documents.

5. Simple And Quick Incorporation Procedure

   As the government is keen to maximise tax revenues from businesses, company registration in Switzerland does not take long and there are no complicated requirements for applicants. To ensure that the procedure goes nice and easy, our experts recommend consulting with competent corporate advisers.

6. Ample Business Opportunities

   If your business is registered to operate directly in the country, you will have a first-class infrastructure and multilingual workforce at your disposal.
   Major Swiss universities are open to cooperation in high-tech and R&D fields.

7. High Living Standards

   A foreign entrepreneur can obtain a residence permit for themselves and their family if they make a significant investment in a Swiss business, especially if it brings a clear benefit to the country or introduces unique goods and services to the market.Long-term residence in the country and deep integration into local society may be enough to apply for a Swiss passport.

Business Taxation in Switzerland

The Swiss Confederation is often called the European tax haven because of the low tax rates. Switzerland has a three-tier tax system: businesses pay taxes to the federal budgetas well as to the canton and municipal budgets. Local fiscal payments are of paramount importance.

The total corporation tax in some Swiss cantons is significantly lower than in the European Union countries.Switzerland levies a direct federal corporation tax at a rate of 8.5% on after-tax profits.

Switzerland has signed double taxation treaties with more than 75 jurisdictions.

The Swiss value-added tax rate is 7.7% (rising to 8.1% from 1 January 2024). Essential commodities are subject to VAT at a reduced rate of 2.5% (rising to 2.6% from 1 January 2024). A company registers for VAT when its gross turnover reaches CHF 100,000.

What Type of Company to Choose for Swiss Business?

As a rule, foreign businesspeople register their company in Switzerland as AG or GmbH, which means that shareholders’ liability is limited to the amount of their capital contribution.

A Swiss AG (from “Aktiengesellschaft” in German) applies to stock corporations. This type of company is suitable for medium and large businesses. AG allows to conceal the ultimate beneficiaries of the company.

GmbH is an abbreviation of the German “Gesellschaft mitbeschränkterHaftung”. It is the Swiss analogue of a limited liability company used for the registration of small and medium companies in Switzerland. The advantage of such companies is a relatively small amount of authorised capital. The disadvantage is no confidentiality: information about the beneficiaries is available through a publicregister.

How Do AG and GmbH Differ?

AG and GmbH must have at least one director. The number of directors is not limited, but if there is more than one, a Board of Directors is established in the company and one of the directors is appointed as its chairman.

At least one of the directors in the company must be a resident of the Swiss Confederation. Their responsibilities are mostly nominal. The local director signs accounting documents and must be aware of the company’s business, as he/sheis responsible for its performance on an equal footing with top managers and shareholders. As a rule, corporate advisers who act as incorporation agents can also help foreign businesspeople find a reliable Swiss director.

Share Capital of Swiss Company

One of the peculiarities of company registration in Switzerland is that the authorised capital is partially or fully (depending on the type of company to be set up) deposited into a special account with a Swiss bank. This account is opened only for the purpose of depositing the authorised capital and cannot be used by the company until it sets up a current bank account.

In other words, the funds deposited as share capital will be blocked for a certain period of time. To get access to them, it is necessary to set up a company as soon as possible, open a corporate bank account or register with an international payment system.

Reportingand Auditing in Swiss Company

All companies in Switzerland are required to keep bookkeeping records and prepare tax returns and financial accounts. The annual accounts include:

• Balance sheet;
• Profit and Loss Statement;
• Appendices.

Some companies in Switzerland are required to have their financial accounts audited annually. The audit can be limited or full:

1. A limited audit is required if your company has 10 or more Swiss resident employees;

2. A full audit is required if 2 out of 3 of the following conditions are met:

   • The company’s annual balance sheet is CHF 20 million or more;

   • The company’s annual revenue has reached or exceeded CHF 40 million;

   • Your company has 250 or more full-time employees.

The Swiss company can initiate an audit itself, for example, to provide its results to the bank and obtain a loan on more favourable terms.

Setting Up Company In Switzerland: Step-by-Step Guide

Most international businesspeople hire experienced corporate advisers to register a Swiss company. You can save a lot of time and money by using intermediaries who act as incorporation agents.

Therefore, we will break down the process when corporate advisers assist in registering a company in Switzerland.

1. Preparation Stage

   It is necessary to decide in advance:

   • Which Swiss canton and municipality will be the place of incorporation of the future company?

   • Which form of incorporation will best suit your business?

     Next, you come up with the name of the Swiss company and check if this name is available. In other words, the name must not mimic the names of other registered companies and it certainly must not be similar to words and phrases registered as trademarks.
     As a rule, at the preparation stage, you decide on the structure of the future company, and the number of founders and directors.

2.  Incorporation Agent

   At the end of the preparation stage, future owners of a Swiss company get in touch with representatives of a law firm that would act as theirincorporation agent in Switzerland.

   You can assess how good advisers are by looking at the spectrum of services they can offer you. Quality agents do not limit themselves to preparing incorporation documents and filling in an incorporation application. Their expertise goes beyond that.

   First, a law firm will ask you to fill in a KYC (Know Your Customer) form where you will need to give as much information about your business as possible. These forms are a pre-screening of the foreign entrepreneur and help the advisers anticipate possible problems with the registration of a company in Switzerland.

   You also need to get a registered address for your company in Switzerland; it can be a rented postal address or a fully operating office. Further, the agent together with you prepares the statutory documents of the company and finds a nominee Swiss director.

   The incorporation documents must be signed before a notary:

   1. By the founder (s) if they are willing to come to Switzerland.
   2. By the founder’s representative (adviser or Swiss director) using a power of attorney, if the company is opened remotely.
   3. Share capital is paid in full or partially.

   You will need to open a special account in a Swiss bank to deposit the authorised capital of the company. The funds deposited in this way can only be used once the company has been registered in Switzerland and a current account has been opened.

   Once the authorised capital has been paid, the bank issues a certificate, and your advisers arrange a meeting with a notary.

3.  Company Registration

   As soon as the company documents, including the application for registration, are ready, and the registration fee is paid, the whole package is submitted to the state registrar. If experienced corporate advisers are involved in the registration process, your application will almost certainly get approved. So, you will have your own company in Switzerland within 15 working days at the latest.

   As soon as the Swiss authorities register your company, information about it appears on the official register website, and the registration agent forwards you the company’s incorporation documents.

4.  Corporate Bank Account, Tax Return and Financial Accounts

In most cases, interaction with reliable corporate advisers is not limited only to the process of starting a company in Switzerland.You may need assistance with other issues:

• Opening a bank account or registering with an international payment system;
• Liaising with Swiss tax authorities;
• Administering the company;
• Relocation of founders and employees to Switzerland;
• Preparing first financial accounts.

Business Registration in Switzerland with Imperial & Legal

Our experts practise an individual approach to each client in need of legal assistance. Imperial & Legal’s advisers have vast experience in helping clients start a business abroad, and immigrate to the UK, Switzerland and other European countries.

With the support from our advisers, you will be able to register a company in Switzerland in the shortest possible time, open a corporate bank account, get access to the authorised capital, and prepare and successfully submit the first financial accounts.