Swiss Companies at a Glance

There are two main types of Swiss company:

The company limited by shares–AG/SA–requires a minimum capital of Swiss Francs 100,000 of which 20% but not less than Swiss Francs 50,000 must be paid up before incorporation.

Advantages	Highly respected, confidential, good for holding companies
Disadvantages	Large amount of paid up capital required. Civil code, rather than Common Law legal base
Corporate Legislation Source	Swiss Code of Obligations
Company Status	Aktiengesellschaft-AG or Societe anonyme-SA-public stock corporation / Gesellschaft mit beschrankter Haftung-GmbH or Societe a responsabilite limitee-Sarl public limited company
Usual Minimum Capital	AG/SA-CHF 100,000 of which at least 20% but no less than CHF 50,000 must be paid up before incorporation. GmbH/Sarl-CHF 20,000 of which 50% must be paid up before incorporation
Company Name	Any name not already registered may be chosen. Names such as Switzerland, International etc are subject to certain conditions. If a proper name is used for an AG/SA the name must end in AG/SA
Time Taken To Incorporate	2 – 4 weeks
Are Shelf Companies Available	No
Capital Duty	1% as of CHF 250,000
Minimum Number Of Shareholders	AG/SA-Three. GmbH/Sarl-No shareholders as such as the company is not permitted to issue shares in the sense of securities. It has a register of its quota holders and their part of the capital; at least two quota holders
Are Bearer Shares / Shares Of No Par Value Possible?	AG / SA - Yes, provided they are held by an authorised custodian. / No GmbH / Sarl / Srl - No / No
Directors: Minimum Number / Corporate Directors Allowed / Location	AG/SA-One / No / At least one director must be a Swiss resident and the majority of board members must be Swiss nationals residing in Switzerland. GmbH/Sarl-One / No / At least one director must be a Swiss resident
Secretary: Mandatory / Corporate Secretary Allowed / Location	No / No / Anywhere in Switzerland
Is There A Requirement For A Registered Office / Registered Agent	Yes / Individual directors (AG/SA) respectively associates (GmbH/Sarl) in principle represent the company
Is There A Requirement By The Authorities Prior To Incorporation Or Prior To Tax Status Being Granted	Confirmation of paid in capital. Declaration from the Directors that the company’s capital has not been paid for by a contribution in kind
Information Available On Public File	Registered Office / Share Capital details / Directors / Auditors / Articles of Association
Documents To Be Kept At Registered Office	None need be kept there
Corporate Books And Seal	Not in common law sense
Accounts Required / Filed	Yes / Only in connection with tax return
Annual Return Required	Yes
Where Are Meetings To Be Held	No restriction
Annual Fees Payable To The Government: Tax / Annual Return Filing Fee	Federal taxes of around 10%, cantonal taxes vary with cantons and in function of company’s activity (15 – 32%)
Are There Any Exchange Controls	No
Double Tax Treaties	Many including Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Great Britain, Greece, Hungary, Ireland, Italy, Japan, Luxembourg, Netherlands, Norway, Portugal, Russia, Singapore, South Africa, Spain, Sweden and the USA

To talk to us about forming an offshore company in Switzerland call us +353 1 431 9663.