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DOING BUSINESS IN SWITZERLAND

Switzerland Business Services Overview About Switzerland Setting up a business in Switzerland Taxation

SETTING UP A BUSINESS IN SWITZERLAND

Corporate Forms

The business entities in Switzerland are governed by the Civil Code in this country. At Federal Level, businesses are domiciled in a particular canton. Each canton maintains a Commercial Register (Registre du Commerce/Handelsregister), and the mandatory entries in the Register of subscribers, directors, capital structure etc have strict legal force. The Register is a public document.

Although the company name of may be freely chosen, it must be different from already existing ones.

The forms of business entity which may be formed are:

  1. Joint stock companies - Société anonyme (SA) /Aktiengesellschaft (AG) and its variants
  2. Private limited liability companies - Société à Responsabilité Limitée (SARL)/ Gesellschaft mit beschränkter Haftung (GmbH)
  3. Partnership and its variants (Societe en Commandite, Société en Nom Collectif).

The last legal form is not much used by foreign investors. General Partnerships (Societe en Nom Collectif) and Sole Proprietorships (Raison de Commerce) are also possible.

The public and private limited companies are on the contrary the most widespread forms of international business organization. Due to the importance of these two types of legal entities, these two business forms are hereinafter elucidated in more detail.

All companies trading in Switzerland must be registered in the Register of commerce of the district where their registered office or place of business is located. Many legal entities (e.g. stock corporation, limited liability company) only come into legal existence upon their registration in the register of commerce.

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Joint Stock Companies (SA/AG)

A stock company, hereinafter SA/AG, is a legal entity formed by at least three individuals or companies with a registered share capital and its own corporate name. The formation of the AG requires the presence, in person or by proxy, of three founders at the founders' meeting, in order to effect the adoption of the articles of incorporation, the election of the members of the board of directors and the auditors, and further resolutions. The resolutions of the meeting are embodied in a public deed of formation which, together with the articles of incorporation, is submitted to the register of commerce. The incorporation is completed with the entry of the AG into the register of commerce.

The minimum share capital is CHF 100,000. On the day of the formation of the company, the fully paid share capital must be deposited on a special account with an officially authorized depository bank. At least 20 percent of the share capital represented by registered shares or CHF 50,000 must be paid up upon constitution; bearer shares must be paid in full. A contribution in kind is subject to a special report by the founders, which needs to be confirmed by the auditors.

The share capital can be divided into bearer or registered shares of a minimum par value of CHF 0.1 each.

Bearer shares may be transferred by way of assignment, or, if certificates are issued, by physical transfer. Registered share certificates must be endorsed, and the transfer of registered shares must be entered in the company's share ledger.

The shareholders' meeting may amend the articles of incorporation, elect and discharge the board members and internal auditors, approve the balance sheet and profit-and-loss statement and declare dividends.

There are generally no restrictions with respect to the nationality of the shareholders. However, the company's board of directors must situate in Switzerland. The liability of shareholders is limited to the amount of subscribed for share capital.

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Private Limited Liability Company (SARL/Gmbh)

The limited liability company may be formed by two or more individuals or entities. The formation procedure for a SARL/GmbH is similar to the incorporation procedure for a SA/AG. Both require the execution of a public deed of formation by all founders. Such public deed, including the articles of incorporation, must be submitted to the register of commerce for the company's registration. Upon registration with the register of commerce, the company is incorporated.

The registered share capital of the company must amount to at least CHF 20,000 and may not exceed CHF 2 million. At least 50 percent of the share capital must be paid in cash or in kind by each of the members upon the formation of the company. The share capital is divided into fixed quotas, and each member participates in the company's capital with one quota corresponding to the individual capital contribution. The documents issued to the members for the quotas serve as a documentary proof and are not negotiable instruments. Any transfer of a quota requires a notarized deed and becomes effective only once the register of commerce has been notified and has registered the transfer.

The members and all capital contributions or alterations thereof need to be notified to the register of commerce on an annual basis.

Each member holds one vote per CHF 1,000 contribution.

In general, all members participate jointly in the management and representation of the SARL/GmbH, however, the management of the company may be conferred to non-members.

There are no restrictions with respect to the nationality of the members. Members are jointly liable for the company's debts up to the registered capital amount.

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