How to Incorporate a Swiss Company
A Swiss corporation is a joint-stock company that must have at least three founders, known as incorporators. Shareholders in a Swiss company do not need to be citizens of Switzerland. The process of incorporation is fairly straightforward.
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Instructions
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Draft the business' articles of incorporation and sign them before a notary public. The articles of incorporation must give the structure, name, location, share capital, and mission of the company. The notary will charge 20 francs (a Swiss franc is worth roughly one U.S. dollar) to notarize each signature. A "Stampa Declaration" (negative declaration of founders investment) must be submitted with the registration, and a "Lex Friedrich Declaration" will be needed if the incorporators are foreigners who intend to purchase real estate. All documents are provided by the notary public. The notary will also provide an authenticated deed of incorporation signifying completion of the articles. The documents must be submitted to the Register of Commerce for a filing fee of 50 francs. These documents are available online, where you can also perform a name search to make sure your company name is available.
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Deposit initial capital in a bank escrow account. A Swiss joint-stock corporation must have a minimum share capital of 100,000 Swiss francs and half that amount (50,000 francs ) must be deposited into an escrow account. The 'paid-in' capital is verified by the banking institution and released upon the completion of registration of the corporation with the Commercial Registry. The transfer fees will vary depending on banking institution between 200 and 2,000 francs.
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Register the deed of incorporation authenticated by the notary. The deed of incorporation is registered with the local Commercial Registry, and acts as certification of the corporation's articles of incorporation. Processing time for this step will take 9 days and will cost 600 francs in addition to 0.2-percent of reported share capital.
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Create a corporate seal. You will need stock certificates and a company seal at this time. A corporate seal and company stock certificates can be purchased from an authorized stationary supplier. The price for this step will vary depending on your supplier.
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Render stamp tax specified on the tax assessment. The stamp tax assessment will arrive in the mail. The tax is paid either to the post office or a bank. This payment is forwarded to the Federal Tax Administration (FTA). FTA must also be contacted for value-added tax (VAT) registration within 30 days of incorporation.
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Tips & Warnings
While an attorney is not needed to register a company in Switzerland, it is not a bad idea to consult with a Swiss attorney before starting a business in Switzerland.
The values in this article are derived from the World Bank Group and are accurate at the time of article publishing.
While the founders of a Swiss corporation may be foreign citizens, the board of directors---typically 5 parties---must consist of a majority of Swiss citizens or citizens from EU (European Union) or EFTA (European Free Trade Agreement) nations.
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- Photo Credit switzerland flag icon. (with clipping path) image by Andrey Zyk from Fotolia.com
