Switzerland Limited Company Incorporation

How to incorporate a Limited Company (Sàrl / GmbH) in Switzerland

The first step to incorporating your company is to check the availability of your proposed company name; you can do this now using our free company name check service. Any name can be chosen provided it is not already in use according to the Swiss commercial register and references to commercial activities must reflect the actual business of the company. We will check with the Federal Commercial Registry Office to determine that your company name is unique and available and then apply at the Commercial Register office in the canton of Appenzell Ausserrhoden, defining the scope of your business

We then draft your Memorandum and Articles of Association with the principle objectives clause specifically drafted for your new company and open a capital deposit account at a Swiss bank. If you do not currently have a suitable account we can assist you in establishing one.

You must then elect a board of directors, the majority of whom must be either Swiss nationals or EU nationals who are residents of Switzerland; one manager must have Swiss residency, but can be of any nationality.

All the initial details need to be given to the Commercial Register, and this will include details about the shareholders and directors but any subsequent transfer of shares is not necessarily disclosed in a public record. Information about the beneficiaries of the company does need to be disclosed to the banks which hold the company accounts but any breach of confidentiality by the banks is severely sanctioned.

We will prepare and file with the Commercial Register all of the translated, signed and notarised incorporation documents and, once approved, your bank account will be formally activated for all normal bank translations.

The incorporation process takes approximately two weeks from when we first receive your completed documentation.

Formacompany has over 20 years’ experience forming companies in Switzerland and across the world, and our staff will be available to offer advice and support through the entire incorporation process, from initially selecting a suitable company name through to finally commencing taxable activities.

What you need to incorporate a Limited Company in Switzerland

To begin incorporation of your Swiss Limited Company we will require the following:

• Your company name
• The full name, date of birth, address and nationality of all directors
• The full name and address of all shareholders
• Details of the marital status of any shareholders, including names of spouses

Documents you are required to provide:

• Proof of identity (passport, national identity card, photographic driving licence).
• Proof of residential address (gas/electricity bill or credit/debit card bank statement dated within the last three months)

Registered Office

• All Swiss Sàrl/GmbH must have a registered office where documents may be legally served on the company; this must be a physical address in Switzerland. We provide a registered office as part of our Standard Incorporation Package.

Shares and Share Capital

• The minimum share capital is CHF 20,000 (£13,300) and this has to be fully paid up upon incorporation, the notary needs to see the certificate of deposit but once the company is registered this money is free to be used.
• The nominal share value is CHF 100 each.
• You must appoint two shareholders; we can provide you with nominee shareholders if required.

Ready Made Companies

• As there is a requirement to sign the incorporation deeds in the presence of a notary in Switzerland ready made companies are very rare.

What you receive after setting up your new business

1. Original Certificate of Incorporation
2. Original share certificates
3. Original government receipt as evidence of payment of annual company registration and license fees

Advantages of Registering a Limited Company in Switzerland

1. Switzerland is a great jurisdiction in which to incorporate. Switzerland offers a combination of political, economic stability and relatively low personal and company tax rates.
2. There is no need to visit Switzerland to incorporate your GmbH/ Sàrl. If you grant us with a power of attorney we can secure a nominal director for your company registration, alternatively you will need to personally visit Switzerland with us during the registration process.
3. Swiss Limited Companies have a great degree of 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 disclosed in a public record. 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 but, in general, only in investigations into criminal activity, will any authority be allowed to look at notarial records
4. A Swiss GmbH/ Sàrl has minimal ongoing administrative obligation. There is no need to audit the annual accounts and shareholders’ annual meetings can be held anywhere in the world.
5. 100% foreign ownership of a Swiss GmbH/Sàrl is allowed.

Important information on incorporating a Limited Company in Switzerland

• Swiss tax law differs in each Canton; we can incorporate your Swiss company in the canton of Appenzell Ausserrhoden.
• For the cantonal tax returns; any Swiss resident will need to disclose their interest in the company, 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.
• Any purchase or sale of shares made with 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
• It takes a minimum of two people to incorporate your Sàrl/GmbH, one resident director is required, he must have single signatory power to bind the company or must be empowered to sign jointly, he does not have to be a Swiss national and we can provide a nominee if required. Two shareholders of any nationality are required and shareholders can also be directors.