Incorporating Your Swiss Company

This is the practical heart of the knowledge base, guiding you through the essential steps of turning your business idea into a legal reality in Switzerland. From choosing the right company structure to understanding the final registration documents, this section provides a clear, actionable roadmap.

The legal form of your company is its foundational blueprint. It determines liability, capital requirements, and governance. While several options exist, most entrepreneurs choose between a Limited Liability Company (GmbH) and a Stock Corporation (AG).2.1.1 Sole Proprietorship (Einzelfirma)

A Sole Proprietorship is the simplest business form, perfect for individual freelancers, consultants, or small traders.

• Setup: Easy registration with the social security office (AHV) is often all that's needed. Registration in the Commercial Registry is only mandatory for revenues above CHF 100,000 per year.

• Liability: There is no legal separation between the owner and the business. The owner is personally liable for all business debts with their entire private assets.

• Best for: Individuals starting small with minimal risk and no immediate plans to raise capital or hire many employees.

The GmbH is the most popular corporate form in Switzerland, particularly for startups and small to medium-sized enterprises (SMEs). It offers a balance of flexibility and protection.

• Legal Identity: A GmbH is a separate legal entity from its owners.

• Liability: Liability is limited to the company's assets. The owners' personal assets are protected.

• Capital: Requires a minimum share capital of CHF 20,000, which must be fully paid in at the time of incorporation.

• Ownership: The owners (members) and the amount of their share capital contribution are publicly listed in the Commercial Registry.

The AG is the structure of choice for larger companies or startups that plan to raise significant capital from investors. It offers the highest level of prestige and anonymity for its owners.

• Legal Identity: An AG is a separate legal entity.

• Liability: Liability is limited to the company's assets.

• Capital: Requires a minimum share capital of CHF 100,000. At least CHF 50,000 must be paid in at incorporation.

• Ownership: Shareholders are not publicly listed in the Commercial Registry, providing anonymity. Shares can be transferred easily, making it ideal for fundraising and shareholder changes.

Foreign companies looking to establish a presence in Switzerland can choose between two main options:

• Subsidiary: This involves creating a new, independent Swiss company (typically a GmbH or AG). The subsidiary is legally separate from the foreign parent company. This is the most common and robust approach.

• Branch Office: A branch is a legally dependent part of the foreign parent company. It has no separate legal identity. The parent company is fully liable for the branch's activities. This is often simpler to set up but offers less legal separation.

The incorporation process is a structured sequence of events, typically managed with the help of a professional firm and a Swiss notary. It can be broken down into three phases.

1. Choosing a Company Name: The name must be unique in Switzerland and include the legal form (GmbH or AG). A search can be conducted on the Central Business Name Index (Zefix).

2. Defining the Company's Purpose (Zweck): This is a critical clause in your legal documents outlining the company's intended business activities. It should be broad enough to allow for future growth but specific enough to be clear.

3. Appointing Directors & the Swiss Resident Director Requirement: You must appoint the company's governing bodies. A key Swiss law requires that the company must be represented by at least one person resident in Switzerland.

• For a GmbH, this can be a managing director.

• For an AG, this must be a member of the Board of Directors.

• This resident director has full signature authority and bears legal responsibility for the company's compliance with Swiss law.

1. Appointing Shareholders: You must identify the initial shareholders (or members for a GmbH) and determine their respective stakes in the company.

2. Establishing a Registered Office (Company Domicile / Seat): Your company must have a physical address in Switzerland. This cannot be a simple P.O. Box. A domiciliary service can provide a legal address if you don't have your own office space.

1. Opening a Capital Deposit Bank Account: You must open a special bank account in the company's name and deposit the required share capital (e.g., CHF 20,000 for a GmbH). The bank will issue a confirmation of deposit, which is required by the notary.

2. Drafting the Articles of Association & Public Deed of Incorporation: These are the core legal documents of your company. The Articles of Association (Statuten) define the company's rules, including its name, purpose, share capital, and how meetings are conducted. These articles are formalized in a Public Deed during a meeting with a notary.

3. The Role of the Swiss Public Notary: The notary is a public official who authenticates the incorporation process. They will review all documents, verify the founders' identities, and execute the public deed, officially establishing the company.

1. Filing with the Commercial Registry (Handelsregister): After the notarial deed is executed, the notary or your representative will file an application with the official Commercial Registry of the canton where your company is domiciled.

2. Receiving your Company Identification Number (UID): Once the registry processes the application (typically within 7-10 days), the company is officially a legal entity. It is assigned a unique UID number and is published.

3. Understanding the Commercial Registry Extract: This is your company's official "birth certificate." It's a public document that proves your company's existence and lists key information like its name, UID, legal address, purpose, directors, and capital.

4. Publication in the Swiss Official Gazette of Commerce (SOGC/SHAB): The formation of your company is officially announced to the public in the SOGC (or SHAB in German). This publication makes the company's existence legally binding for all third parties.

Your company is legally formed, but a few crucial steps remain to become fully operational.

• Registering for VAT (MWST): VAT registration is mandatory if your company expects to generate more than CHF 100,000 in annual revenue in Switzerland. This should be done proactively.

• Registering with the Social Security System (AHV/AVS): The company must register as an employer with the cantonal social security office to handle pension, unemployment, and other mandatory contributions for its employees (including founders who draw a salary).

• Obtaining Necessary Permits or Licenses: Depending on your industry (e.g., finance, healthcare, hospitality), you may need special licenses or permits to operate legally.

• Opening Your Corporate Operating Bank Account: With the commercial registry extract, you can now convert the capital deposit account into a regular business checking account to manage daily transactions.

While costs can vary, a typical budget for incorporating a GmbH or AG in Switzerland includes:

• Professional Fees: For advisory, document preparation, and project management.

• Notary Fees: For authenticating the public deed.

• Commercial Registry Fees: For registering the company.

• Domiciliation Fees: If you use a service for your legal address.

A standard incorporation process generally costs several thousand Swiss Francs, in addition to the required share capital deposit.