Switzerland Company

SWITZERLAND COMPANY INFORMATION

Type of Company for International Trade and Investment

Aktiengesellschaft (AG) or Société Anonyme (SA) – Stock Company

Procedure to Incorporate

Submission to the Commercial Register of the following documentation:

• Public Deed of Incorporation executed before a Notary Public.
• Articles of Incorporation.
• Confirmation by a Bank that the share capital is held in an account.
• Consent to act forms signed by the proposed directors.
• Declaration of the applicants.
• Application to the Commercial Register covering the above documentation, and including the notarised signature of the person appointed to represent the company.

Restrictions on Trading

Unless suitably licensed a company incorporated in Switzerland cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes or any other activity that would suggest an association with the banking or finance industries.

Powers of Company

A company incorporated in Switzerland has the same powers as a natural person.

Language of Legislation and Corporate Documents

Swiss official languages and English in a few Cantons, but foreign language translations can be obtained.

Registered Office Required

Yes.

Shelf Companies Available

Owing to the costs associated with incorporation and the paid up share capital requirements, shelf companies are rare.

Time to Incorporate

Subject to the proposed name being approved by the Commercial Register, and the criteria for incorporation being strictly adhered to, a company can be established in ten working days.

Name Restrictions

A name that is identical or similar to an existing name. A major name that is known to exist elsewhere. A name that may imply government patronage. A name that in the opinion of the Registrar may be considered undesirable.

Language of name

The name of a body corporate may use any language using the Latin alphabet.

Names Requiring Consent or Licence

Bank, building society, savings, insurance, assurance, reinsurance, fund management, investment fund, Switzerland, state, country, municipality, principality, Red Cross and their foreign language equivalents.

Suffixes to Denote Limited Liability

Aktiengesellschaft – AG or Société Anonyme – SA or Limited – Ltd.

Disclosure of Beneficial Ownership to Government Authorities

COMPLIANCE

Authorised and Issued Share Capital

This type of limited company has a minimum authorised share capital of CHF 100,000, of which all of it has, in practice, to be issued and fully paid up. A capital duty paying from 0.4% to 8% applies (depending on the cantons of domicile).

Classes of Shares Permitted

Registered shares and preference shares.

Taxation

The Cantons have preserved many of the rights they held as sovereign political bodies. Nevertheless, the constitution delegates considerable authority to the Federal Government, including the power to conclude treaties and alliances, to levy taxes and to regulate foreign trade. However, each Canton has its own taxation. There are many Cantons with favourable taxation levels and some Cantons with higher unemployment rates or small populations (mountain regions) have particularly low levels of taxation.

Double Taxation Agreements

Double tax agreements exist with 84 countries.

Licence Fees

Nil.

Financial Statements Required

Companies are required to keep financial records. Although there is no requirement to file Financial Statements at the Registry, they must be presented to the Shareholders and filed with the Tax Authorities.

Directors/Managers

Minimum of one who must be resident in Switzerland. Corporate directors are not permitted.

Company Secretary

There is no requirement under Swiss Law for a company secretary to be appointed.

Shareholders

On incorporation the minimum number of shareholders is one.

Further information on these alternative structures are available on request.

What’s included: