Company Registration in Swiss

Company Registration in Swiss

Switzerland is the heart of the global trade center, especially for the European Union. Starting a company in Switzerland will be beneficial because of its economic stability and the great financial environment. Switzerland is also well known for its effective international banking system. Switzerland also has introduced tax privileges to attract foreign investors. So the first key step to starting a business in Switzerland is to register your company. Below are the main steps on how to register your company.

Recognize the business structure of your company

It is important to recognize what type of business structure of your company because it will have an impact on your legal and company taxes.  So, you have to choose wisely and weigh the pros and cons of each decision. The following are the types of legal structure found in Switzerland:

The Sole Proprietorships

General Partnership and Limited Partnership.

Corporation and Limited Liability Company Registration

For entities owning a larger amount of capital and which require higher credibility on the market, it is recommended to open a stock corporation in Switzerland. For this, at least three founders must draft the deed of incorporation and even though the major decisions are taken by the general meeting of the shareholders the day-to-day management of the company is carried by a board of directors, supervised by a committee of supervisors.

The main difference between these two forms of business is that the shares of a limited liability company cannot be freely traded on the market, while the stocks of a joint stock company can be transferable to the public through the stock market.

Two or more partners can form a general partnership or a limited partnership in Switzerland with the main advantage that no minimum capital is required for registration. The incorporation of a partnership is made based on an agreement signed by the partners.

The general partnership is formed by members liable in the same manner for the entity’s actions and with the same rights to decide the strategies for it, while the limited partnerships are formed by at least one general partner with full responsibilities and rights in the entity and at least one silent partner who has rights and responsibilities in the limit of the contribution in the entity. 

The sole proprietorship is a rare form of business, opened by a single individual who carries full responsibilities for the entity’s actions. This business form benefits from simple registration and accounting procedures and it is important to know that there is no legal distinction between the owner and the company, thus making the investor fully liable with his or her personal assets for the debts associated with the sole trader.

 Subsidiary Company Registration

Swiss subsidiary company is an independent company with an association with a foreign parent company. The parent company still holds the majority of the company shares and still has some control over the management. Most subsidiary companies are of limited liability companies.

Company Registration Process in Switzerland

1.  The legal status of the company name must be clearly shown in the name. For example, a limited liability company must have an Sociétéanonyme“SA” in the company name. The name must not be similar to any other registered company. You can check existing company name on the Switzerland’s commercial register office and the Central Business Names Index (Zefix).

2. In Switzerland, the process of company incorporation begins with opening of a bank account and depositing the paid-up capital. This bank will issue a receipt for the amount, necessary in order to register the company.

3. Afterward, provide the public notary with the draft of the company’s articles of association. The registration applications form has to be filled out and all documents have to be authenticated. Signed The Stamp Declaration Form and the Lex Friedrich Declaration form (permit for foreigners to buy properties) and send it to the Register of Commerce.

Completing the necessary requirements:

• sign the company’s articles of association in front of a public notary in Switzerland;

• authenticate the company’s incorporation documents and memorandum of association;

• notarize the company’s representatives and corporate signatures on the application form;

• register the legal entity for taxation purposes, as well as for social security.

These notarized articles, along with the bank receipt are deposited at the local commercial register for obtaining the status of legal entity. A stamp tax must be paid, process which can be performed at a bank or at a post office.

The VAT registration in Switzerland represents the next step and the registration of the employees with the social insurance system (at the federal and cantonal authorities) will be the last legal requirement for opening a legal entity in this country.

In order to incorporate a Swiss company, the investors must provide the authenticated articles of association and a declaration of non-investment in kind or chattels or founders’ privileges (the Stampa Declaration Form) and a permit for foreigners to purchase real estate (Lex Friedrich Declaration Form), the last one only if applicable. Besides those, the entity must prove that the initial capital was paid.

An application for registering employees in the insurance system will be send by the Cantonal Social Security Office. The insurance systems cover retirement schemes, disabilities, occupational accidents and pension and survivors' benefits.

Please contact our company for more details regarding the registration procedure of companies residing in Switzerland.