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.
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 %.
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.
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.
Bearer share issuance is permitted with two exceptions (Art. 622 al. 1bis CO) :
The PUBLIC LIMITED COMPANY must register in the trade register the exception it benefits from (Art. 622 al. 2bis CO).
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.
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.
At least one of them must be domiciled in Switzerland and have Swiss or EU nationality.
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).
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.
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.
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).