As a general rule, the freedom of trade and industrial activities, guaranteed by the Swiss Constitution, allows any person, including non-residents, to operate a business in Switzerland, form a company in Switzerland or hold interests in an existing one. In principle, it is necessary, for this purpose, to obtain prior authorization from the authorities and to obtain a residence and work permit.
Main types of Swiss companies (business structures):
Limited Liability Company (Société à ResponsabilitéLimitée – S.A.R.L./GesellschaftmitbeschränkterHaftung – GmbH)
The limited liability company is formed by associating, by statute, two or more individuals or companies (Swiss or foreign). The company is formed and acquires legal personality with the registration in the Trade Register, which is mandatory. The share capital cannot be less than CHF 20,000 but cannot exceed CHF 2,000,000. It is divided into shares of CHF 1,000 or less or CHF 1,000 each, with each affiliate having to deposit 50% of the participation at the time of establishment.
Corporate taxation is on the profit and capital, and the shareholders individually, on the shares (wealth) and on the distributed benefits (as income).
This form of organization is not very prevalent in Switzerland. As a result of the change in the legal provisions regarding the minimum capital of a joint stock company, which has increased to CHF 100,000, this type of entity has become more interesting. However, the number of GmbHs in Switzerland represents only 10% of the registered companies.
Joint Stock Company (Sociétéanonyme – SA / Aktiengesellschaft – AG)
The joint stock company is the form of organization that completely separates the assets of the company from the private assets of the shareholders, which makes the difference between the other types of companies. The minimum number of associates, natural or legal persons, is 3, of which at least one must be a resident of Switzerland. In general, the formation of such a company is directed at specialized consultancy firms, notaries or attorneys. All rules regarding the company are defined in its statute, which, together with the constitutive act, must be notarized. Entry in the Commercial Register is mandatory. Minimum statutory social capital is CHF 100,000, and when it is set up, the paid-up capital must represent 20% of the share capital, but not less than 50,000 CHF. The minimum value of a nominative or bearer share is CHF 0.01. Administrators, appointed by the General Assembly, are employees of the company. Under Swiss law, the Board of Directors must be composed mostly of Swiss residents.
The joint stock company is the most widespread type of company in Switzerland. In most cases, foreign firms operating here opt for this form of organization for their branches.
Simple Partnership (Société simple / einfacheGesellschaft)
It is constituted without special formalities following the free association of two or more natural or legal persons for the purpose of conducting business on a commercial basis. The assignment of tasks, the decision-making mechanism and the distribution of profit are generally established by the association agreement. In the absence of an association agreement, the provisions of the Bonds Code apply to simple companies. A simple partnership has no name, no legal personality, is not registered with the Commercial Registry, and is not required to keep accounts. The responsibility of the associates is solid and unlimited and extends to their personal assets. Company revenue is not taxed, but associated members are taxed individually. If annual individual income exceeds CHF 100,000, associates are required to enter (individually) in the Commercial Registry and keep their own accounts.
For complete information on company formation in Switzerland, information about each legal structure, about the procedures and costs of company set up, Commercial, Registry information, tax system information, and more, it is recommended to request the expertize of a firm specialized in company formation in Switzerland.