Switzerland

CORPORATE FEATURES

GENERAL
Type of Company
AG
GmbH
Political Stability
Excellent
Common or Civil Law
Civil
Disclosure of Beneficial Owner
No
Yes
Migration of Domicile Permitted
Yes
Tax on Offshore Profits
Varies
Language of Name
Latin Alphabet, but translation to Swiss official language may be required
CORPORATE REQUIREMENTS
Minimum Number of Shareholders

Three

Two
Minimum Number of Directors
One
One
Bearer Shares Allowed
Yes if share capital
fully paid up
No
Corporate Directors Permitted
No
No
Company Secretary Required
No
No
Standard Authorised Share Capital
SFr 100,000
SFr 20,000
LOCAL REQUIREMENTS
Registered Office/Agent
Yes
Yes
Company Secretary
No
No
Local Directors
Yes
Yes
Local Meetings
Yes
Yes
Government Register of Directors
Yes
Yes
Government Register of Shareholders
No
No
ANNUAL REQUIREMENTS
Annual Return
Yes
Yes
Submit Accounts
Yes
Yes
RECURRING GOVERNMENT COSTS
Minimum Annual Tax/Licence Fee
Varies
Varies
Annual Return Filing Fee
Nil
Nil

GENERAL INFORMATION:

The country is a federal republic and is officially known as the Swiss Confederation. The total area is 41,295 sq. km. On the north, Germany borders the country, to the west by France, on the south by Italy and on the east by Austria and Liechtenstein. Lake Constance and the Rhine form part of the northern border, with the Rhône, which rises in the central Swiss Alps, also forming part of the eastern boundary. The Jura Mountains form the west border, and Lake Geneva and the Italian Alps the south. The capital is located at Berne.

Switzerland is divided in to 26 Cantons and every Canton and every community has a different taxation system.

POPULATION

The total estimated population is 7,250,000, with two thirds of the inhabitants living in the lowland parts of the country. The heaviest population concentrations are in the large industrial centres of Zürich, Basel and Geneva.

POLITICAL STRUCTURE

The two dominant principles of the Swiss Constitution of 1874 are federalism and democracy. The constitution provides that the Cantons shall exercise all powers of government not delegated to the Federal Government.

The three major sectors of the Swiss National Government are the Federal Council, the Federal Assembly and the Federal Tribunal. The executive body is the seven-man collegiate Federal Council, which is elected for a four-year term by the national legislature.

INFRASTRUCTURE AND ECONOMY

Switzerland has a prosperous and stable modern economy with a per capita GDP approximately 10% higher than other Western European countries.

The Swiss have a highly developed communication system that offers state of the art telephone, fax, telex, telegram and courier services. Swissair, as the national air carrier, offers direct services to many cities world-wide, and domestic air travel is excellent, offering frequent services to most cities.

LANGUAGE

Switzerland is one of the most multilingual countries in Europe. German, French, Italian and Romansh, a Rhaeto-Romance offshoot of Latin, are the official languages in Switzerland.

CURRENCY

Swiss Franc.

EXCHANGE CONTROL

None.

TYPE OF LAW

Civil Law.

PRINCIPAL CORPORATE LEGISLATION

  • Schweizerisches Obligationenrecht (Swiss Code of Obligations)
  • Bundesgesetz über Schuldbetreibung und Konkurs (Swiss Federal law on Debt Collection and Bankruptcy)
  • Bundesgesetz über die direkte Bundessteuer (Federal Law on Direct Taxation)
  • Bundesgesetz über die Banken und Sparkassen (Swiss Federal Act on Banks and Savings Associations)
  • Bundesgesetz über die Anlagefonds (Federal Act on open ended Investment Companies)
  • Bundesgesetz über die Internationale Privatrecht (Federal Act on Private International Law)

COMPANY INFORMATION:

TYPE OF COMPANY FOR INTERNATIONAL TRADE AND INVESTMENT

Aktiengesellschaft (AG) - Stock Company

Gesellschaft mit beshränkter Haftung (GmbH) - Limited Liability Company

PROCEDURE TO INCORPORATE

Submission to the Commercial Register of the following documentation:
  • Public Deed of Incorporation executed before a Notary Public
  • Articles of Incorporation
  • Confirmation by a Bank that the share capital is held in an account
  • Consent to act forms signed by the proposed directors
  • Declaration of the applicants
  • Application to the Commercial Register covering the above documentation, and including the notarised signature of the person appointed to represent the company
RESTRICTIONS ON TRADING

Unless suitably licensed a company incorporated in Switzerland cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes or any other activity that would suggest an association with the banking or finance industries.

POWERS OF COMPANY

A company incorporated in Switzerland has the same powers as a natural person.

LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS

Swiss official language, but foreign language translations can be obtained.

REGISTERED OFFICE REQUIRED

Yes, must be maintained in the Canton of incorporation.

SHELF COMPANIES AVAILABLE

Owing to the costs associated with incorporation and the paid up share capital requirements, shelf companies are not available.

TIME TO INCORPORATE

Subject to the proposed name being approved by the Commercial Register, and the criteria for incorporation being strictly adhered to, a company can be established in ten working days.

NAME RESTRICTIONS

A name that is identical or similar to an existing name. A major name that is known to exist elsewhere. A name that may imply government patronage. A name that in the opinion of the Registrar may be considered undesirable.

LANGUAGE OF NAME

The name of a body corporate or trust entity may use any language using the Latin alphabet, but the Public Registry may require a translation in to an official Swiss language.

NAMES REQUIRING CONSENT OR LICENCE

Bank, building society, savings, insurance, assurance, reinsurance, fund management, investment fund, Switzerland, state, country, municipality, principality, Red Cross and their foreign language equivalents.

SUFFIXES TO DENOTE LIMITED LIABILITY

Aktiengesellschaft - AG.

Gesellschaft mit beshränkter Haftung - GmbH.

DISCLOSURE OF BENEFICIAL OWNER TO AUTHORITIES

AG None, GmbH information is available in the commercial register. Bank character references on the beneficial owners must be provided to the local representatives/trust management company.

COMPLIANCE:

AUTHORISED AND ISSUED SHARE CAPITAL

AG: This type of limited liability company has a minimum authorised share capital of SFr 100,000, of which all of it has, in practice, to be issued and fully paid up. When the share capital exceeds SFr 250,000 a capital duty of 1% is payable on the amount over SFr 250,000.

GmbH: The minimum authorised capital is SFr 20,000 but the company does not have shares; instead, the owners' equity participation is registered in the Commercial Register. SFr 10,000 must be paid up on incorporation.

CLASSES OF SHARES PERMITTED

AG: Registered shares, bearer shares and preference shares.

GmbH: Equity participations only.

BEARER SHARES PERMITTED

AG: Yes.

GmbH: No.

TAXATION

The Cantons have preserved many of the rights they held as sovereign political bodies. Nevertheless, the constitution delegates considerable authority to the Federal Government, including the power to conclude treaties and alliances, to levy taxes and to regulate foreign trade. However, each Canton has its own taxation. There are many Cantons with favourable taxation levels and some Cantons with higher unemployment rates or small populations (mountain regions) have particularly low levels of taxation.

DOUBLE TAXATION AGREEMENTS

Double tax agreements exist with Australia, Austria, Belgium, Brazil, Canada, Denmark, Egypt, Finland, France, Germany, Great Britain, Greece, Hungary, Iceland, Indonesia, Ireland, Italy, Japan, Malaysia, The Netherlands, New Zealand, Norway, Pakistan, Portugal, Singapore, South Africa, South Korea, Spain, Sri Lanka, Sweden, Trinidad and Tobago and the USA.

LICENCE FEES

Nil.

FINANCIAL STATEMENT REQUIREMENTS

Companies are required to keep financial records. Although there is no requirement to file financial statements at the Registry, they must be presented to the shareholders and filed with the tax authorities.

DIRECTORS/MANAGERS

Minimum of one who must be a Swiss citizen and resident in Switzerland. If more than one is appointed the majority must be Swiss citizens and resident in Switzerland. Corporate directors are not permitted.

COMPANY SECRETARY

There is no requirement under Swiss Law for a company secretary to be appointed.

SHAREHOLDERS

AG: On incorporation the minimum number of shareholders is three.

GmbH: On incorporation the minimum number of founders is two