The formal steps are clear and relatively simple:
- Checking the availability of your companys's name : The name under which a company plans to do business can be chosen freely, with the exception of branch/regional offices, which must have the same company name as the head office, though new elements may be added to the name. The name must indicate clearly what legal form a company has; that is, whether it is a single-owner business, incorporated company or limited company. The chosen name must be clearly distinguishable from existing company names. Potential business names may be reviewed for their availability in the Central Business Names Index (www.zefix.ch) provided by the Federal Commercial Registry Office.
- Verifying Business domicile : A domicile address for your company must exist before you create the company. If you have not yet found the ideal location, you may register a company at your lawyer’s or notary’s address.
- Deposit capital : The minimum capital for a limited liability company is SFr 20,000, which must be deposited in full into a Swiss bank. For a stock company the sum is SFr 100,000, and at least 50% of the capital must be deposited in a bank account in Switzerland.
- Submitting notarized documents to the federal Commercial registry : The commercial registry discloses a company’s liabilities and agencies. Entry into the commercial registry gives companies trading rights protection. Legal entities, such as corporations, limited liability companies or branch offices, must be entered in the Commercial register to attain incorporated status. Entry in the Commercial Register requires an application to be submitted complete with all supporting documents required by law. The formal requirements are listed in datasheets published by the cantonal commercial registry offices.
The following documents need to be certified by a notary:
- Company name
- Business address
- Activities
- Nominal capital / denomination / paid-in amount and confirmation of payment in an escrow account at a bank in Switzerland
- Founders, names of signatories
- Board of directors / functions / designated signatories
- Statutory auditors (SA/AG) with acceptance letter
- Other persons with signatory authority
- Details of publications; how the company intends to communicate its informations / news
- Draft articles of association or incorporations
- Sherholder binding agreement (if applicable)
The foundation of the company is published in the Swiss Official Trade Journal after the authorities have approved the documents.
You must also register with the local Social Authority and carify VAT liability with the Swiss Federal Tax Administration.
DETERMINING GOVERNING BODIES
You will need to decide who will represent your company in Switzerland (directors, members of the board and auditors). Foreign nationals are permitted to do so, but at least one managing director with sole executive signatory status, or two directors with joint executive signatory status, must be domiciled in Switzerland.
AUDIT PROCEDURES
An official complete audit is required by companies which are either listed on the stock exchange or which fulfill at least two of the following criteria:
- Assets exceeding CHF 20'000'000;
- Total revenue exceeding CHF 40'000'000;
- More than 250 full-time employees.
Companies with fiewer than 10 full-time employees (so called micro-companies) can opt out of the obligation to appoint auditors.
For all other limited liability companies and corporations, a limited statutory audit is mandatory.
COST OF SETTING UP A BUSINESS
Fees for notaries and entry in the Commercial Register: approximately CHF 3,000. Advice and assistance from an attorney or fiduciary: approximately CHF 4,000-8,000, depending on the structure of the company; or if the company requires special additional agreements (such as shareholder agreements, request for a tax holiday or a tax ruling). Fees for additional assistance are charged by notaries and lawyers.
In addition to notarial and commercial registry costs, a corporate capital tax or stamp duty amounting to 1% of the corporate capital is applicable if the capital exceeds CHF 1 million.
For help with setting up your business, the cantonal economic development agencies offer free expert advice:
Berne : www.berneinvest.com
Fribourg : www.promfr.ch
Genève : www.whygeneva.ch
Neuchâtel : www.neuchateleconomie.ch
Valais : www.valais-economy.ch
Vaud : www.invest-vaud.ch
The original of this publication you will find on www.ggba-switzerland.ch
GREATER GENEVA BERNE area
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