Register a Company in Switzerland

Why choose Switzerland for Company Registration

Switzerland is a global leader in innovation and home to some of the largest multi-national companies in the world. You can Register a Company in Switzerland. It is also ranked one of the best places to live. Switzerland has the lowest VAT rate in Europe. Switzerland is one of the top OECD performers in terms of labour productivity. Lower barriers to free and open competition within the internal market and continued openness to international markets has spur competitive pressures and raised productivity and growth in the country.

Forms of Business registrations in Switzerland

Sole Proprietorship

The owner is the sole manager of the sole proprietorship. The natural person must be recognized as self-employed by social insurance. For this, registration is required at the competent compensation fund of the municipality where the company’s head office is located. Sole proprietorships can be created simply and do not require any specific formalities. Business activities can therefore start quickly. The payment of fixed core capital is not mandatory.

General Partnership

A general partnership is a legal structure for a business set up by two or more individuals. The general partnership lends itself to the joint carrying on of a self- employed activity as a trading company, and for small craft-type businesses run by people with close links. Establishing a general partnership does not require any start-up capital. The instrument of foundation is relatively simple, as is the structure of the company internal organization. The possibilities of financing a general partnership using external funds are limited.

Limited Partnership

The establishment of a limited partnership does not require any start-up capital. The company assets answer for the obligations of the limited partnership. Limited partners (investors and creditors) assume subsidiary and joint and several liability, up to the total amount of their share. Operational management is clearly separated from financial investors.
The limited partnership is a partnership which contracts at least one natural person an indefinitely liable partner (general partner) and at least one natural person, legal entity or commercial company as a partner with limited liability (limited partner).
In a limited partnership, the owner does not need to have an address established in Switzerland, but he or she must present a work permit and a residence permit.

Limited Liability Company (GmbH)

The limited liability company is a form of business in which the owners are only liable to the extent of their capital contribution. the creation of a limited liability company requires a minimum capital of CHF 20,000 and involves more complex administrative formalities than sole proprietorships or partnerships.
At least one founder is required. Founders can be Swiss citizens or foreigners, being either individuals or legal entities.

Public Limited Company (SA/AG)

The public limited company (SA/AG) is a company enjoying its own legal personality (legal entity). It requires a minimum capital of CHF 100,000. In these companies, shareholders can remain anonymous, unlike other legal forms of business where the owners must be registered in public documents. A limited company is established by its registration on the trade register, notarized authentication of foundation, approval of the by-laws, selection of the Board of Directors and the certificate of verification by the auditors.

Establishment of Business in Switzerland by a Foreign Company

There are two convenient ways in which a foreign company can establish its presence on the Swiss market.

Branch office

The branch office in Switzerland is a satellite of the foreign parent company with no legal and separate identity. The parent company will be accounted liable for the branch office’s liabilities and activities. The Swiss branch office is allowed to conduct any operation that would represent the parent company and within the parent company’s business purposes. Swiss branch offices are treated as any other company when it comes to income taxes, but no tax is applied to gains transferred to the parent company, in specific conditions.
The Swiss branch office must be registered with the Swiss Commercial Register and requires at least one Swiss resident in the management board; it must also have a registered office.

Subsidiary company

A Swiss subsidiary is a company with a separate legal personality. The subsidiary will be created respecting the Swiss legislation and it is considered an independent entity which makes the liabilities of its undertakings limited to its assets. The Swiss subsidiary can be regarded as an independent company with a majority of shareholders and management board in the parent company. A subsidiary is usually registered as a Swiss limited liability company. Opening a subsidiary in Switzerland does not require any business permits, only registration with the Commercial Register is required.

Taxation

Effective corporate tax rates for Swiss companies vary from canton to canton, starting at 11.85%, with an average rate of 14.87%. Switzerland is therefore highly competitive by international standards. Also, at federal level, a statutory tax rate of 8.5% applies to corporations and co-operatives, while associations, foundations and other legal entities, as well as investment funds, are taxed at 4.25%.
Numerous double taxation agreements (DTA) ensure that individuals and legal entities who earn income in two countries are not taxed twice.
With respect to the taxes applied to Swiss branches and subsidiaries, it should be noted that subsidiaries are levied on their worldwide profits as they are considered domestic businesses. Whereas, branch offices are taxed on the income they generate in Switzerland only.
Another important aspect to consider when it comes to the taxation of branches and subsidiaries in Switzerland is that the country is not a European Union member state which means that for companies based in the EU certain directives do not apply.

Comparison between a branch office and a subsidiary in Switzerland

Basis	Branch Office	Subsidiary
Formation	The branch office is easier and cheaper to set up.	There are certain complexities in formation of subsidiary.
Liability	Branch office will be affected by the changes.	The subsidiary will not be affected by changes in the parent company, considering its autonomy.
Taxation advantages	Branch office offers more advantages from the taxation point of view for the parent company.	Companies are subject to the corporate tax on their income in Switzerland. So, less advantages for subsidiaries.
Withholding taxes	When it comes to transferring earnings from a branch office to its headquarters, there are no withholding taxes.	Subsidiaries the withholding taxes on dividends can be sent to the parent company.
Tax	The branch offices that are taxed on the income they generate in Switzerland	Subsidiaries are levied on their worldwide profits as they are considered domestic businesses.
Minimum capital requirement	For local branches, no statutory minimum company capital is required.	Minimum capital of Euro 18,500 is required.

FAQs

Qu. Do I have to be physically present for incorporation in Switzerland?

Ans – No, promoter do not need to be physically present in Switzerland during the incorporation process.

Qu. Is registered office required for company?

Ans – Swiss companies are required to have a registered office in Switzerland.

Qu. Requirement of local director in Switzerland?

Ans – Swiss companies are required to appoint at least one director who is a resident in Switzerland.

Qu. Are there any minimum capital requirements in Switzerland?

Ans – Limited Liability Company must have at least 20,000 CHF as its capital, whereas there are no such requirements in case of a Branch office.

Qu. Can a foreigner start a company in Switzerland?

Yes, foreigners can start a company in Switzerland. However, they must comply with certain regulations, including obtaining the necessary permits and visas. Additionally, at least one Swiss resident or legal entity must be appointed as a representative or director of the company.

Qu. Is it easy to register a company in Switzerland?

Registering a company in Switzerland can be relatively straightforward, especially with the assistance of professional advisors or specialized agencies like Startanidea. However, it requires thorough preparation, adherence to legal requirements, and completion of various administrative procedures, which may vary depending on the canton.

Qu. What are the benefits of registering a company in Switzerland?

Stable political and economic environment
Favorable tax system
Strong legal framework
Access to skilled workforce
Excellent infrastructure
Reputation for reliability and quality

Qu. Is Switzerland a good country to start a business?

Yes, Switzerland is widely regarded as an excellent country to start a business due to its business-friendly environment, low corporate tax rates, political stability, strong banking and financial sector, and high quality of life.

Qu. Can an Indian start a business in Switzerland?

Yes, Indians can start a business in Switzerland, but they must fulfill certain requirements, such as obtaining the necessary visas and permits, complying with Swiss company laws, and meeting capitalization requirements.

Qu. Eligibility Criteria for Switzerland Company Formation

Minimum 1 shareholder (Individual or Corporation Entity)
Minimum 1 director
Directors and shareholders can be the same person
No need for directors who are local or resident
100% foreign or local shares allowed
Minimum capital contribution for LLC registration: CHF 20,000
Registered office address in local area mandatory
Official of the company serves as Secretary
Owners not required to be present for registration process
Presence required for bank account opening due diligence

Qu. Procedure for Company Registration in Switzerland

Select business structure
Register business name
Create corporate bank account
Prepare incorporation documents
Sign articles of association with notary public
Fill out Stampa Declaration Form
Complete Lex Friedrich Declaration Form
Submit all documents to Swiss Trade Register

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