Switzerland Business Services Overview
Setting up a business in Switzerland
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:
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.
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.
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