Switzerland Company Registration

Switzerland Key Points

• Time – 2 weeks to incorporate your company
• Directors – one resident director is required
• Shareholders – two shareholders of any nationality, are required
• Share Capital – the share capital requirement is CHF 20,000
• Support – using our 20 years experience we guide you throughout every step of the company formation process

Company Registration Procedure

• Supply the company name and address
• Request that the Federal Commercial Registry Office determine that your company name is unique
• Confirmation the name is available
• Apply at the Commercial Register office in the canton of Appenzell Ausserrhoden, defining the scope of your business
• Appoint two shareholders and we can provide you with nominee shareholders
• Draft Articles of Association
• Open a capital deposit account at a Swiss bank
• The minimum share capital is CHF 20,000
• Elect a Board of Directors
• Swiss nationals, or EU nationals who are residents of Switzerland must comprise a majority of the board and directors
• One manager must have Swiss residency, but can be of any nationality

Swiss Confidentiality

All the initial details need to be given to the Commercial Register, and this will include details about the shareholders and directors.

Any subsequent transfer of shares is not necessarily disclosed in a public record:

• Information about the beneficiaries of any company need to be disclosed to banks which hold company accounts
• Should the company be audited; the interest of the company administrators in the shares of the company will need to be disclosed to the auditors
• For the cantonal tax returns; any Swiss resident will need to disclose their interest in the company
• Any purchase or sale of shares made through a notarial deed, through a Swiss notary, while not public, will remain in the record of the notary’s protocol. In general, only in cases involving criminal activity, will any authority be allowed to look at notarial records

Articles of Association and Public Deed

These include the following information:

• Company name and address
• Company purpose
• Share capital
• Contributions, types, number and nominal amount of shares
• Calling of shareholders meeting
• Voting rights of shareholders

Directors’ Acceptance Letters – If there are members of the BoarD who were not present at the initial formation meeting, their original letters of acceptance of their positions must be submitted as part of the application. Bank confirmation of the deposit of capital.

Stampa Declaration – This declaration confirms that all the contributions listed in the formation meeting documents are complete and accurate, and represent the entirety of the contributions.

Lex-Friedrich Declaration – If the company is comprised of founders or Board Directors not of Swiss origin, this declaration must be submitted.

Domicile Acceptance Statement – If your enterprise has not yet established offices, this statement verifies the address you are using currently as the company’s address.

Company Registration

Work begins on incorporation documents, nominal directors, bank account establishment and the translation and notarising of official documents.

At this point, it is necessary to decide whether to grant us with a power of attorney, in order to secure a nominal director for company registration; or to arrange a personal visit with us for the registration process.

A temporary bank account is opened on your behalf. A deposit is made into the account as stipulated by the incorporation procedure.

Formacompany prepare and file with the Commercial Register all translated, signed and notarised incorporation documents.

The incorporation is approved within two weeks, which formally activates the client’s bank account for all normal bank transactions.