Company registration in Switzerland: a systematic guide

Registering a company in Switzerland means taking your business venture to the highest level possible. The country is among the most reputable and most prestigious jurisdictions in the world. The well-developed banking and insurance sectors, the economic stability, the beneficial corporate legislation, and the geographical location of the country make registering a company in Switzerland attractive indeed. It will give you easy access to the European markets, as a wonderful transportation infrastructure is also available in Switzerland. Besides, the Fintech sector is booming in the country because the local authorities give their support to its development.

Who should be interested in registering a company in Switzerland?

Switzerland is a rather expensive jurisdiction to form a company there. However, all your investments will return with interest if you set up the right type of the company in the country and organize your business activities there in a proper way. Registering a company in Switzerland would make good economic sense if you would like to obtain one of the following benefits:

• Gain access to highest-quality banking services;
• To earn by providing transportation and logistics services;
• To freely trade with European and American states;
• To launch a Fintech startup;
• To register a cryptocurrency exchange (pay special attention to the canton of Zug).

Main requirements to registering a company in Switzerland

In order to register a foreign company in Switzerland you have to meet some requirements:

• Choose the company name – it has to be unique and it should not resemble other companies’ names; besides, it has to reflect the form of company ownership.
• Company director must be a citizen or a legal resident of Switzerland.
• Minimal number of company founders is one (two for partnerships).
• Charter capital – 100,000 Swiss francs (CHF) for an AG, 20,000 CHF for a GmbH, no requirements for a partnership neither for an Einzelunternehmen (see below about the forms of company ownership available in Switzerland).

Three most popular forms of company ownership in Switzerland are the following ones: AG (joint-stock company), GmbH (limited liability company also abbreviated as SARL or LLC), and Einzelunternehmen (sole proprietorship).

Registering a company in Switzerland: procedure description

Switzerland ranks 81^st among 190 countries for the ease of opening a business company there, according to the Doing Business 2020 report. Notwithstanding this fact, the number of foreign entrepreneurs wishing to set up companies in the country is growing. People from the EU countries as well as other parts of the world are prepared to face the bureaucratic barriers because registering a company in Switzerland brings many advantages. 

Choosing the company name

This is the first stage of the company registration procedure in Switzerland. In addition to the requirements specified above (the name must be unique and it should not sound similar to other company names), the name of your company in Switzerland cannot contain certain words. You will have to check with the Trade Register if the name that you have come up with is suitable for the company.

Appointment of company officers

The company management structure will depend on the form of company ownership:

• SARL – all company founders can act on behalf of the company. However, the company By-laws may specify a different form of company management. For instance, the company can be governed by hired personnel. The company founders must appoint at least one director. In addition, they may decide to set up an auditing body.
• AG – the company is governed by the Board of Directors. Company shareholders may take the directors’ positions or directors can be hired to manage the company. An independent auditor is also a company officer who is responsible for auditing annual reports before they are submitted to the shareholders and the tax authorities.
• Einzelunternehmen — a sole proprietor is the chief cook and the bottle-washer in his or her company.  

Opening a bank account to deposit the charter capital 

Before you can register a company in Switzerland, you have to deposit the charter capital in the required amount (see below). The charter capital has to be deposited to the account in one of the authorized banks. The commission for opening the account starts at 200 CHF but it is usually higher.

Drawing up company By-laws and other corporate documents

Registering a company in Switzerland in the form of an AG or a GmbH involved a visit to a notary public. Registering a sole proprietorship is simpler: you can even file an online application for establishing a company of this form of ownership.

When visiting the notary, in addition to all other corporate documents, you will have to bring a bank statement confirming the deposit of the charter capital in the following amounts:

• For an AG – 100,000 CHF, although you can deposit only 50,000 at the moment of registering a company in Switzerland;
• For a GmbH – 20,000 CHF.

The notary will make up an application for company registration, authenticate the signatures on the application form, company By-laws, the public registry act, the Stampa declaration (a declaration of investment of non-monetary character), and the Lex Friedrich declaration (which is a permit granted to a foreign national to purchase real property in Switzerland). 

The company By-laws shall contain the following information: company name, purpose of incorporation, head office address, charter capital amount, rights and obligations of company participants.

The cost of the notary services is 0.1% of the company charter capital but it cannot be less than 500 CHF nor more than 5,000 CHF plus 20 CHF for each signature authentication.

Submission of the documents to the Trade register in Switzerland

There is a federal Trade register in Switzerland that is updated daily. However, each canton in the country has several Trade Registers too. As of 2020, there are about thirty Trade Registers in Switzerland in total.

The notarized corporate documents can be sent to the Trade Register:

• By registered mail;
• By ordinary mail;
• Via a special website.

The company registration fee is between 600 and 10,000 CHF in Switzerland. After processing the application documents, the Trade register will publish the new company details including the names of its stockholders in a Swiss commercial newspaper. At the moment when the issue comes out, the company is deemed registered in Switzerland and no one else can use the company name from now on.

Payment of the stamp duty

When the company capital exceeds 1,000,000 CHF, the stamp duty needs to be paid at the rate of 1% of the charter capital. The payment shall be made within 30 days since the company registration date.

Registering the company for the VAT

A company registered in Switzerland has to be registered for the VAT when its annual income exceeds 100,000 CHF. The company has 30 days after the threshold is reached to register for the VAT with the tax authorities in the country.

Social security of the company employees

Registering a company in Switzerland entails providing for the social security of the employees. They have to be registered with the Ausgleichskasse, which is the cantonal social security body. The workers in Switzerland obtain pension insurance, survivor benefit, and accident insurance.

The costs of registering a company in Switzerland with the Trade Register (CHF)

• Einzelunternehmen – 120;
• Partnership – 240;
• AG/SARL – 600;
• Cooperative/ association – 400;
• Signature authentication – 30 (each signature);
• Registration Certificate – up to 120.

The overall cost of registering a company in Switzerland will mainly depend on the form of company ownership and the number of company founders. 

If you are interested in registering a company in Switzerland, we will be happy to provide assistance in this endeavor. We can help you solve all the tasks that you are going to face when registering a company in Switzerland.