Company Formation
Switzerland is known for its stable economy, favorable business environment, and strong infrastructure, making it an attractive destination for setting up new companies, units, or sales offices. Here are some key steps and considerations to keep in mind when doing business in Switzerland:
Preliminary remarks
It is first important to determine the appropriate business structure for your venture in Switzerland. The most common options are a limited liability company (GmbH) or a stock corporation (AG). Factors such as liability, taxation, and capital requirements have to be considered when choosing the right structure.
The Swiss tax system is characterized by federal, cantonal, and municipal levels of taxation. It is recommended to determine the tax obligations and consult with a tax advisor to optimize your tax position and ensure compliance.
It is also necessary to open a Swiss bank account to facilitate financial transactions and access the country’s robust banking system. Switzerland is renowned for its financial stability and expertise in wealth management.
Specific requirements
To form a company in Switzerland, following are the general steps:
1. Type of company:
Switzerland offers several types of companies, including sole proprietorship, partnership, limited liability Company (GmbH, and joint stock corporation (AG) Select the most suitable structure based on your business requirements. Most common are Stock Corporation.
2. Company name:
The name of the company must meet certain requirements; on the one hand it must indicate the company form, on the other hand it must not be deceptive. The availability can be checked with the Swiss Federal Office of Public Register (Eidgenössisches Amt für das Handelsregister).
3. Necessary documents:
Articles of Association: This document outlines the company’s purpose, structure, share capital, and management.
Proof of identity for all shareholders and directors. It should be noted that shareholders are generally not disclosed to the public.
Shareholders agreement (if applicable): If there are multiple shareholders, it is recommended to draft a shareholders’ agreement to outline their rights, responsibilities, and dispute resolution mechanisms.
4. Capital requirements:
Depending on the type of company, you may need to deposit a minimum amount of capital in a Swiss bank account (eg. for a limited liability company CHF 10’000 and for a joint stock corporation CHF 50’000.00).
5. Registered office and director:
Every Swiss company must have a registered office in Switzerland. You also need to appoint at least one director who resides in Switzerland. Apart from this, there are no restrictions regarding directors.
6. Notary public visit:
Most company structures, such as Limited Liability Company and joint stock corporation, require notarization. The costs are about CHF 500.00
7. Register with the Commercial Register:
The notarized deed has to be submitted to the Commercial Register (Handelsregisteramt) in the canton where your company will have its registered office. The costs are about CHF 500.00.
8. Necessary permits and licenses:
Depending on your business activities, you may need to obtain specific permits or licenses from relevant authorities at the federal, cantonal, or municipal levels. A general licence to start a business is not required.
9. Taxes:
The company will receive a tax identification number. According to Swiss law, a tax return must be completed every year. However, annually recurring costs are not incurred to maintain the company.
10. Social security obligations:
If you plan to hire employees, you’ll need to register with the Swiss social security authorities and contribute to the country’s social security system.
It’s important to note that the process and requirements may vary slightly depending on thecanton where you’re establishing your company. Therefore, it’s advisable to consult with a legal professional or a company formation agency to ensure compliance with all the relevant regulations and procedures.
Doing Business with a Swiss Counterparty
Switzerland is known for its strong economy, stable political environment, and well-developed legal system. If you want to do business in Switzerland, you have to pay attention to a few things:
Research the Swiss market:
Before entering into any business relationship, it’s essential to conduct thorough research on the Swiss market, including the industry trends, potential competitors, and the regulatory environment. This will help you to understand the opportunities and challenges associated with doing business in Switzerland.
Legal and regulatory framework:
Switzerland has a well-established legal and regulatory framework that governs business activities. Familiarize yourself with the relevant laws, regulations, and compliance requirements that apply to your specific industry or business sector. It may be beneficial to consult with a local attorney or legal expert to ensure you understand and comply with all
applicable rules.
Cultural norms and business etiquette:
Swiss business culture is generally formal and conservative. Punctuality, professionalism, and respect for hierarchy are highly valued. Building personal relationships and trust with your Swiss counterparts is important.
Language:
Switzerland has four official languages: German, French, Italian, and Romansh. The language used in business communication will depend on the region and the specific counterparty. English is commonly spoken in business settings, especially in international or larger companies.
Contracts and negotiations:
When entering into a business agreement, it’s important to have a well-drafted contract that outlines the rights, obligations, and responsibilities of both parties. Swiss law generally allows parties considerable freedom to structure their contracts, but it’s advisable to consult with legal professionals to ensure your contract is comprehensive and enforceable.
Financial considerations:
Switzerland has a strong and stable financial system. Consider the financial aspects of your business dealings, such as payment terms, currency exchange, and banking relationships. Swiss banks are renowned for their security and confidentiality, but be prepared to provide relevant documentation and meet compliance requirements when opening a bank account or conducting financial transactions.
Intellectual property protection:
Switzerland has strong intellectual property (IP) laws and is a signatory to several international IP treaties. If your business involves intellectual property, take steps to protect your rights through patents, trademarks, copyrights, or other applicable mechanisms.
Taxation and accounting:
Switzerland has a complex tax system, and tax rates can vary depending on the canton (region) in which you operate.
Dispute resolution:
In the event of a dispute, there are several options for resolving conflicts in Switzerland. These include negotiation, mediation, arbitration, or resorting to the Swiss courts. It’s advisable to include dispute resolution clauses in your contracts to specify the preferred method of resolving disputes.
Article written by:
Peter Ruggle
lic.iur. HSG, Attorney at Law
Partner/Owner
RUGGLE PARTNER
Rechtsanwalt und Mediatoren
Limmatquai 4 CH-8001 Zürich
Hirschmattstrasse 23
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