There are two forms of companies in Switzerland most commonly used by foreign investors: Aktiengesellschaft-AG or Societe anonyme-SA-public stock corporation and Gesellschaft mit beschrankter Haftung-GmbH or Societe a responsabilite limitee-Sarl private limited liability company.
A Swiss Holding company is a parent corporation that owns shares in another company to control its policies and management. A Swiss Holding company may exist for the purpose of owning and managing long term financial investments in affiliated companies (e.g. real estate, patents, trademarks, stocks and other assets). The holding status and conditions of obtaining such status are recognized at a cantonal level.
Any name that is not registered with the Commercial Register may be chosen. Words such as Switzerland, International, European, etc. are subject to certain conditions. The name must end with suffix AG/SA or GmbH/SARL depending on the type of the company.
An organizational meeting of the shareholders is held during which the founders adopt the bylaws, subscribe to all the initial shares, elect the members of the initial board of directors and the auditors, and have the minutes of the meeting notarized. The company must be registered in the Commercial Register at the site of its headquarters. The headquarters site should also be specified in the bylaws. A registration application must be prepared and signed by all board members and signatories and sent to the Commercial Register together with the notarized minutes of the founders’ meeting and additional required information. This information includes the corporation’s legal address, a statement of acceptance of office and duties by the board members and auditors, disclosure of the nature of the initial capital contribution of the founders (whether in cash or in kind), major assets to be acquired and a statement of non-violation of the Statute on Acquisition of Real Estate by Foreigners. The corporation becomes a legal entity when it is entered in the Commercial Register.
At least 1 founder or shareholder is required and he can be resident of any country. Corporate shareholders are permitted, however offshore companies are undesirable. Details of the shareholders are part of public records.
GmbH/SARL companies are required to have a minimum share capital of CHF 20,000 that must be fully paid up in kind before incorporation. The nominal value per share is at least CHF 100.00. In case of a recapitalization, the nominal value can be reduced to CHF 1.00.The share capital is transferred to a blocked account at a Swiss bank and held in the name of the company until the company is registered. Bearer shares are not allowed.
DIRECTORS AND SECRETARY
GmbH/SARL – a minimum one director is required. At least one director must be a Swiss resident. Details of the directors are part of public records. Corporate Directors are not allowed. There is no requirement to have a secretary, however is it advisable for corresponding with government authorities.
All companies registered in Switzerland must have a registered address in Switzerland.
The management must prepare an annual report, providing information on the progress of business, the economic as well as the financial situation and any capital increases. The General Shareholder´s Meeting must be held at least once a year.
2-4 business weeks.
RECURRING MAINTENANCE FEES AS FROM 2ND YEAR
Annual fees are payable on the anniversary date of company incorporation.
- Provision of Registered office.
- Provision of Fiduciary Managing director