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Switzerland provides two legal forms for commercial activities - the joint-stock company/corporation (Aktiengesellschaft), German abbreviation - AG, and the limited liability company (Gesellschaft mit beschränkter Haftung), German abbreviation - GmbH.
Let us briefly examine the legal basis of each legal form.
Requirements for incorporating a joint stock company, corporation, AG in Switzerland.
A joint-stock company or corporation is more suitable for large and medium-sized businesses.
The minimum authorized capital for a joint stock company is CHF 100,000 (one hundred thousand), of which CHF 50,000 (fifty thousand) must be paid into a bank account at the time the company is registered as a legal entity.
The presence of a Swiss resident director is a mandatory requirement for the incorporation and operation of a corporation in accordance with local law.
AG can issue bearer shares, but in order to do so, 100% of the minimum share capital must be paid into the account. If the share capital exceeds CHF 250,000, a one per cent stamp duty must be paid.
Legislation requires that accounting records are to be filed annually. All registration and financial documents received for the year are kept in the office in Switzerland.
Requirements for incorporation of a limited liability company, GmbH in Switzerland
A limited liability company (German abbreviation - GmbH) is a legal entity established by one or more individuals or companies. The liability of such a company is limited to the amount of its authorized capital, which may not be less than CHF 20,000 (Twenty thousand).
In addition, the administrative costs of running a limited company are much lower compared to a joint-stock company.
The presence of a Swiss resident director is a mandatory requirement for the incorporation and operation of a limited liability company under local law.
An independent audit of limited liability companies is not compulsory, but the company must submit annual accounts.
About taxes in the different Swiss cantons
Swiss corporations pay an income tax of between 3.63% and 9.8%;
Equity capital is taxed at the federal level at 0.825%;
Sales tax is levied between 6.2% and 9.3%, depending on the canton;
The VAT rate in Switzerland is the European average of 7.6%, which can also be reduced if the annual income of the company does not exceed CHF 100,000. A company doing business outside Switzerland does not pay VAT;
Corporate income tax ranges from 1.5% (Lucerne) to 10% (Geneva).
Documents received after registration:
A company without the nominee service:
Apostilled set of documents:
Certificate of Incorporation;
Memorandum and Articles of Association;
Resolution of Subscriber to appoint First Director(s);
Letter of Acceptance;
Register of Members;
Register of Directors and Officers;
Resolution of Director(s) to issue share(s);
Share certificate;
Resolution of Director(s) to adopt company’s documents storage addresses;
Resolution of Director(s) to adopt company’s registered agent and registered office;
Resolution of Director(s) to issue share(s);
Company seal.
A company with the nominee service:
Documents to be submitted in addition to the basic set
Declaration of Trust for Directors;
Declaration of Trust for Shareholders;
Resolution of Director(s) to Issue a Power of Attorney;
Power of Attorney under apostille.
It takes 2 to 3 weeks to register a company in Switzerland once the documents are submitted.
Jurisdictions with the VERITAS JUS Consulting Agency acting as the corporate agent:
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