SlideShare a Scribd company logo
Company Registration
in Switzerland
A presentation brought to you
by LawyersSwitzerland.com
1
Documents For Starting
a Swiss Business
• In order to incorporate a Swiss
company, the investors must
provide the authenticated articles
of association and a declaration
of non-investment in kind or
chattels or founders’ privileges
(the Stampa Declaration Form).
• It is also necessary to provide a
permit for foreigners to purchase
real estate (Lex Friedrich
Declaration Form), if this situation
applies.
2
Main Formalities of a
Swiss Business
• Once the Swiss Companies
Register issues the certificate
of incorporation, the company
must also register for VAT and
for taxation purposes.
• Swiss companies are required
to file annual financial
statements.
• It will also be necessary to
register the employees for
social security and insurance.
3
Legal Entities
in Switzerland >>
• Foreign and local investors can
choose from the following types
of Swiss legal entities:
 limited liability companies;
 stock companies;
 sole proprietorships;
 limited partnerships;
 general partnerships.
4
>> Legal Entities
in Switzerland
• A Swiss limited liability
company must have at a
minimum number of two
shareholders which is very
advantageous for small or
medium enterprises started by
businessmen who want to benefit
from limited responsibility
restricted to their financial
contributions.
• The company will also have a
manager.
5
Stock Corporation
in Switzerland >>
• For entities owning a larger
amount of capital, which require
a higher credibility on the market
it is recommended to open
a stock corporation in
Switzerland.
• For this, at least three founders
must draft the deed of
incorporation.
• Our Swiss lawyers can offer
more details on this business
structure.
6
>> Stock Corporation in
Switzerland
• Even though the major decisions are
taken by the general meeting of the
shareholders the day-to-day
management of the company is
carried by a board of directors.
• The main difference between these
two forms of business is that the
shares of a limited liability
company cannot be freely traded on
the market, while the stocks of
a joint stock company can be
transferable to the public through the
stock market.
7
General Partnership
in Switzerland >>
• Two or more partners can form
a general partnership or a limited
partnership in Switzerland with the
main advantage that no minimum
capital is required for registration.
• The incorporation of a partnership
is made based on an agreement
signed by the partners.
• Our team of lawyers in
Switzerland can offer more details
on the Swiss general partnership.
8
>> General Partnership
in Switzerland
• The general partnership is formed
by members liable in the same
amount for the entity’s actions and
with the same rights to decide the
strategies.
• The limited partnerships are
formed by at least one general
partner with full responsibilities
and rights and at least one silent
partner with its rights and
responsibilities depending on his or
her contribution in the entity.
9
Register a Business
in Switzerland >>
• In Switzerland, the process
of company
incorporation begins with
opening of a bank account
and depositing the paid-up
capital.
• The bank will issue a receipt for
the amount, necessary in order
to register the company.
10
>> Register a Business
in Switzerland
• Other incorporation steps
refer to the following:
 draft the company’s articles of
association in front of a public
notary;
 authenticate the incorporation
documents and memorandum
of association;
 notarize the personal and
corporate signatures on the
application form.
11
Consultancy Services
in Switzerland
• Our attorneys may offer further
consultancy services regarding
the registration of a Swiss legal
entity.
• Investors can also receive advice
on how to register with the Swiss
Trade Register, a procedure
applicable for all business forms
incorporated here.
• Please contact our law firm in
Switzerland for more details.
12
Thank you for your
attention!
• For more information please contact us at:
office@lawyersswitzerland.com
www.lawyersswitzerland.com
13

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Company Registration in Switzerland

  • 1. Company Registration in Switzerland A presentation brought to you by LawyersSwitzerland.com 1
  • 2. Documents For Starting a Swiss Business • In order to incorporate a Swiss company, the investors must provide the authenticated articles of association and a declaration of non-investment in kind or chattels or founders’ privileges (the Stampa Declaration Form). • It is also necessary to provide a permit for foreigners to purchase real estate (Lex Friedrich Declaration Form), if this situation applies. 2
  • 3. Main Formalities of a Swiss Business • Once the Swiss Companies Register issues the certificate of incorporation, the company must also register for VAT and for taxation purposes. • Swiss companies are required to file annual financial statements. • It will also be necessary to register the employees for social security and insurance. 3
  • 4. Legal Entities in Switzerland >> • Foreign and local investors can choose from the following types of Swiss legal entities:  limited liability companies;  stock companies;  sole proprietorships;  limited partnerships;  general partnerships. 4
  • 5. >> Legal Entities in Switzerland • A Swiss limited liability company must have at a minimum number of two shareholders which is very advantageous for small or medium enterprises started by businessmen who want to benefit from limited responsibility restricted to their financial contributions. • The company will also have a manager. 5
  • 6. Stock Corporation in Switzerland >> • For entities owning a larger amount of capital, which require a higher credibility on the market it is recommended to open a stock corporation in Switzerland. • For this, at least three founders must draft the deed of incorporation. • Our Swiss lawyers can offer more details on this business structure. 6
  • 7. >> Stock Corporation in Switzerland • Even though the major decisions are taken by the general meeting of the shareholders the day-to-day management of the company is carried by a board of directors. • The main difference between these two forms of business is that the shares of a limited liability company cannot be freely traded on the market, while the stocks of a joint stock company can be transferable to the public through the stock market. 7
  • 8. General Partnership in Switzerland >> • Two or more partners can form a general partnership or a limited partnership in Switzerland with the main advantage that no minimum capital is required for registration. • The incorporation of a partnership is made based on an agreement signed by the partners. • Our team of lawyers in Switzerland can offer more details on the Swiss general partnership. 8
  • 9. >> General Partnership in Switzerland • The general partnership is formed by members liable in the same amount for the entity’s actions and with the same rights to decide the strategies. • The limited partnerships are formed by at least one general partner with full responsibilities and rights and at least one silent partner with its rights and responsibilities depending on his or her contribution in the entity. 9
  • 10. Register a Business in Switzerland >> • In Switzerland, the process of company incorporation begins with opening of a bank account and depositing the paid-up capital. • The bank will issue a receipt for the amount, necessary in order to register the company. 10
  • 11. >> Register a Business in Switzerland • Other incorporation steps refer to the following:  draft the company’s articles of association in front of a public notary;  authenticate the incorporation documents and memorandum of association;  notarize the personal and corporate signatures on the application form. 11
  • 12. Consultancy Services in Switzerland • Our attorneys may offer further consultancy services regarding the registration of a Swiss legal entity. • Investors can also receive advice on how to register with the Swiss Trade Register, a procedure applicable for all business forms incorporated here. • Please contact our law firm in Switzerland for more details. 12
  • 13. Thank you for your attention! • For more information please contact us at: office@lawyersswitzerland.com www.lawyersswitzerland.com 13