Your company in switzerland?
all advantages!
CHF
A first-class financial centre with a Swiss franc among the world’s most stable currencies.
Law
Ideal for business creation, its regulatory and legal environment is attractive for businesses.
Attractive Tax Rates
It offers a combination of political and economic stability, with relatively low corporate tax rates.
Taxation
Its almost "tailor-made" corporate tax system is its main asset.
Finance
It is the whole financial environment that benefits from ratings well above the European average, ease of raising capital, volume of massive exchanges, increased banks presence.
Effectiveness
First-rate administration services where each company has a multilingual and dedicated contact person.
Centrally Located
A geostrategic position for your company, Swizerland is an open door to the European, African and Middle East markets.
Stability
A stable and powerful economic environment to secure your company.
Prosperity
A first-class financial centre ideal for business creation thanks to a prosperous market.
The available structures
The Holding Company in Switzerland
A Group of Companies
The HOLDING Company is not a legal form, but a Tax Statute. This can be obtained by a Public Limited Company (SA) or a Limited Liability Company (Sàrl). The request is usually made at the time of the annual tax return of the company.
The HOLDING Company’s purpose is to group together holdings in various companies and to ensure their management.
In Switzerland, the HOLDING company may not engage in any significant commercial or industrial activity.
Over the long term, the 2/3 assets on the balance sheet must be equity investments, or the 2/3 income must be equity income.
Tax Reduction
The HOLDING Company may benefit from the reduction for participations applied to dividends received by any company detaining a holding of at least 10 % in the capital of another company or a participation of less than this percentage but of a market value of at least CHF 1’000’000 (unqualified participation) from the first day of detention
This consists in a reduction of tax on profit, if the dividends received by the HOLDING Company represent for example 40 % of its total annual profit, the reduction of the tax due on the total annual profit of the holding company to be granted will also be 40 %.
The Public Limited Company (SA) in Switzerland
Regulations
Governed by the Title 26: The Company Limited by Shares of the Code of Obligations (CO) Art. 620 to 763, a PUBLIC LIMITED COMPANY (SA) is the most widespread form of joint stock company in Switzerland. It owes its privileged position to the advantages it offers in terms of liability (Art. 620 CO) and capital regulation.
Its share capital must be at least CHF 100,000 (Art. 621 CO). However, the entrepreneur need only pay (release) 20% of the expected capital, with the minimum being CHF 50,000; the remainder must be paid at the latest at the time of liquidation or in the case of bankruptcy.
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The PUBLIC LIMITED COMPANY must be founded by an authentic act (Art. 629 CO) by one or more persons, whether physical or moral. It may also be constituted by other Commercial Companies (Art. 625 CO)
The PUBLIC LIMITED COMPANY must be represented by a person domiciled in Switzerland, a member of the board of directors or a director must meet this requirement.
Some Advantages of the SA
- Liability: shareholders are only responsible for their share of the share capital.
- The business name can be chosen freely.
- The good repute of a public limited company tends to be high.
- Company shares are easily negotiable.
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Bearer share issuance is permitted with two exceptions (Art. 622 al. 1bis CO) :
- the company has publicly traded equity securities; or
- the shares are issued as intermediated securities and are deposited with a depositary in Switzerland designated by the company, or entered in the main register.
The PUBLIC LIMITED COMPANY must register in the trade register the exception it benefits from (Art. 622 al. 2bis CO).
The Limited Liability Company (Sàrl) in Switzerland
Regulations
Governed by Title 28: The Limited Liability Company of the Code of Obligations (CO) Art. 772 to 827, the LIMITED LIABILITY COMPANY (Sàrl) is a company with personal capital, having legal personality and guaranteeing debts only on its assets (Art. 794 CO).
The share capital must be at least CHF 20,000 (Art. 773 CO), it must be fully paid up at the creation of the LIMITED LIABILITY COMPANY. Since 2008, there is no longer an upper limit.
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Each partner must have at least one share (Art. 772 para. 2 CO), except in special cases, a share cannot have a nominal value of less than CHF 100.
The LIMITED LIABILITY COMPANY must be founded by an authentic act (Art. 777 CO) by one or more natural or legal persons; it may also be constituted by other Commercial Companies (Art. 775 CO).
At least one of them must be domiciled in Switzerland and have Swiss or EU nationality.
Some Advantages of the Sàrl
- Affordable Minimum Capital Requirement (CHF 20,000).
- Liability: limited to share capital (fully paid up).
- Company name: the choice of name is free ( but the addition of “Sàrl” is mandatory).
The Branch in Switzerland
Definition
The BRANCH is a secondary establishment, opened by a parent company abroad, to facilitate the geographical extension of its activities as well as its customer relations.
The activity of the BRANCH is identical to that of the parent company, it has its own clientele with whom it deals directly, but it always acts on behalf of the parent company.
The BRANCH has no legal autonomy, no legal individuality.
Unlike a subsidiary, the BRANCH is considered fiscally to be a non-resident of the country of establishment (in this case in Switzerland).
Regulations
Art. 160 on Branches of foreign companies in Switzerland:
A company which has its head office abroad may have a BRANCH office in Switzerland.
The representation of such a branch is governed by Swiss law.
At least one of the persons authorized to represent these branches must be domiciled in Switzerland and be registered in the Trade Register.
Art. 935 CO.
The Swiss Association
Definition
In Switzerland, it is possible to create an ASSOCIATION in five minutes.
The associative law is based on the Civil Code, Art. 60 and following, where there are all the fundamental legal provisions.
An ASSOCIATION does not need to register with the public authorities in order to be able to carry out an activity, it must nevertheless file a tax return on an annual basis.
An ASSOCIATION can be created freely by at least two people; however, we recommend a minimum of three people to allow a decision by vote (if applicable).
Following the adoption of the statutes by the general meeting whose minutes are signed by the persons elected to the committee and charged with representing it, the ASSOCIATION has a legal personality, it can then begin to develop its activities.
Some Advantages of the Association
In principle, only the patrimony of the association is responsible for the commitments towards third parties, it is usual to mention in the statutes that the members have no personal responsibility towards third parties.
The association is an independent legal person, which is why its members are not personally responsible for debt, there is an exception when the statutes provide for something else (Art. 75a, CC).