Key Facts Switzerland
|Directors||Minimum of one resident individual director|
|Shareholders||Minimum of one shareholder (individual or corporate)|
|Registered Office||Must have local address|
|Audit||Generally only for large companies meeting any two of following criteria - Turnover of CHF 40M or greater, Assets of CHF 20M or greater, 250 or more employees|
|Annual Return||To be filed|
|Tax return||Requirement to file annually (even if a nil return)|
|Financial Statements||To be filed but exemptions are available|
Switzerland, located in the center of Europe, is an ideal location for establishing international business operations. The country is bordered by Germany to the north, France to the west, Austria to the east and Italy to the south. The country is divided into three distinct regions – Swiss German (German speaking), Swiss Romande (French speaking) and Ticino (Italian speaking). The German speaking region makes up 75% of the population. Switzerland is considered to have the finest and most efficient banking system in the world, having offices of a multiplicity of international banks located in all the main business centers. Zürich is in the heart of the German region.
Switzerland is not a member of the European Union but has close links to it by bilateral agreements. The economy is very stable and there is almost full employment. There is a significant flow of workers from the neighbouring countries into Switzerland, regulated on a flexible permit system.
Forming a Swiss company
There are two main types of Swiss company whose characteristics are described below:
- Aktiengesellschaft (AG)– this type of company must have a minimum authorised capital of CHF. 100’000 which must be fully paid up.
- Gesellschaft mit beschranker Haftung (GmbH) – this type of company must have a minimum authorised capital of CHF. 20’000 which must also be fully paid up.
Director and shareholders
At least one of the directors must be resident in Switzerland, though not necessarily a Swiss national, and have single signatory power to bind the company or must be empowered to sign jointly. Corporate Directors are not permitted.
There are no restrictions with respect to the nationality or residency of the shareholders.
An annual tax return with accounts must be submitted to the cantonal authority. Depending on the size of the business an audit of the accounts may be necessary.
The incorporation process generally takes two to three weeks. Companies must be incorporated through a Notary, all the incorporation documentation including the Memorandum and Articles of Association must be in German, and there must be a physical formation meeting which must be attended by the local Directors or Manager, Shareholders or their nominees. The capital must be paid into a blocked capital contribution account with a local bank in advance. Shelf companies are not available.
The notary drafts and obtains the signatures of the director(s) and subscriber (or a power of attorney to subscribe) submits all signed documents to the local commercial register for pre-approval and once that is received sends them on to the Federal authorities for incorporation.
Restrictions on name
The name is important and must be related to the purpose of the company. Names should not conflict with existing names and must end with the appropriate initials (AG/GmbH).
As a matter of local company law the company must maintain a registered office address within the Canton at which registers of directors, other officers and shareholders must be retained. We would normally provide these services as well as a resident manager to attend to local administration.
AMS Trustees Switzerland AG
Tel: +41 44 286 10 86