Incorporated companies in Switzerland


A bird's eye view

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Gif2pixe.gif (807 bytes)This table gives you an overview of different types of companies that can be legally incorporated in Switzerland. Note that the most commonly used is the limited share corporation, and that both the tax exempt holding company and the domiciled company  are limited share corporations.

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Single owner business

General Partnership

Limited liability company

Limited share corporation

Branch

French

Raison individuelle

Société simple

Sàrl

Société Anonyme

Filiale

German

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Gesellschaft

GmbH

Aktiengesellschaft

Filiale

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Purpose To operate a commercial business as sole owner. To run trading, manufacturing or other commercial business under a single name. To run trading, manufacturing or other commercial business under a single name.

 

To run trading, manufacturing or other commercial business under a single name. To run legally dependent but commercially independent business belonging to a parent firm abroad.
Setting up Procedures No special setting up procedure required however, entry in the Commercial Registry is required in some cases. No special setting up procedure is required, but a charter is recommended. Entry in the Commercial Registry is required.

 

A charter, entry in the Commercial Registry and public founding deed necessary. Formal setting up procedure and entry in the Commercial Registry required. Entry in the Commercial Registry is sufficient.
Founding members No restrictions Requires involvement of actual persons; at least one manager must live in Switzerland.

 

At least two founding members, no other restrictions. Minimum of three founding members (persons or corporations). The majority of the board must be Swiss, with exceptions for holdings. A representative in Switzerland with power of attorney is required.
Title of owners Owner Partners Members Shareholders Foreign parent firm

 

Governing bodies Owner Partners Minimum of one senior manager living in Switzerland General meeting

Board of directors

Auditors

 

Representative in Switzerland with power of attorney
Liability Unlimited private liability Partnership's assets and unlimited joint liability Limited to company's capital for each member.

 

Limited to company's assets Parent company is also liable.
Capital No restriction No restriction SFR 20,000, of which at least 50% must be paid up. Maximum SFR 2 million

 

SFR 100,000, of which at least 50% must be paid up. No minimum.
Advantages Simple Lower taxes

No need for Swiss citizen as partners

Only two members required

Low minimum capital requirements

Liability is limited

Equity holders remain anonymous

Limited liability

Share ownership  is easy to transfer

Lower capital required than for a Swiss corporation

No need for Swiss majority on the board

Less expensive to set up

 

Disadvantages Liability is unlimited Liability is unlimited Members cannot stay anonymous

More difficult to sell share in business

More expensive to set up and run

Double taxation (corporate tax rate and withholding tax on dividends)

The parent company is also liable

Taxes slightly higher

 

If you have further questions, we recommend you go to our extensive Frequently Asked Questions section or contact us personally.

 

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