Establishing a limited liability company and a joint stock company in Switzerland:
the steps to follow
Switzerland is an attractive country for entrepreneurs from all over the world because of its political and economic stability, its sound legal system and its tax advantages. If you are considering starting a business in Switzerland, you have two main options: the limited liability company (Sàrl/GmbH) and the public limited company (SA/AG). In this article, we will guide you through the steps you need to take to set up these two types of company in Switzerland.
Step 1: Choosing a company name
The first step in setting up a company in Switzerland is to choose a name for your business. The name should be unique and not already used by another company. You can check the availability of the name by using the services of My Swiss Company. Some terms in a company name are subject to authorisation and/or regulation, such as “insurance”, “bank”, “asset manager”, “financial advisor” or trustee. The name of your company must not be misleading, it must be related to its purpose, its actual activity.
Step 2: Draft the company’s articles of association and appoint the organs
The company’s articles of association define the company’s operating rules, including its structure, share capital, management and control bodies, and governance rules. The articles of association of a limited liability company may differ from those of a public limited company, which is why it is necessary to seek advice from a specialist such as My Swiss Company. In Switzerland, the notary will then draw up the company’s articles of association according to the instructions given.
When setting up a company in Switzerland, it is important to appoint the company’s organs, namely the board of directors, the management, the auditors and the general meeting. The board of directors is the management body of the company which takes strategic decisions and manages the company’s affairs. The management is responsible for the operational management of the company and for implementing the decisions of the Board of Directors. The auditors are responsible for auditing the company’s accounts and finances. The general meeting is the sovereign body of the company that takes important decisions, such as the appointment and dismissal of the members of the board of directors and the auditors, the approval of the annual accounts and the amendment of the company’s articles of association. The names of the bodies can be freely chosen by the founders of the company, but it is important to ensure that the names chosen are clear and consistent with the functions of each body. In Switzerland, at least one director must reside in Switzerland to represent the company.
Step 3: Establish the company’s share capital
The share capital is the amount of money or the value of the assets that the founders bring to the company when it is set up. In Switzerland, the minimum share capital for a limited liability company Sàrl/GmbH is CHF 20,000, while for a corporation SA/AG it is CHF 100,000. The share capital must be fully paid up at the time of the creation of a limited liability company and can be paid up to 50% at the time of the creation of an SA/AG. A deposit account with a Swiss bank is required for the deposit of the formation capital and for the issuance of the capital deposit certificate.
Step 4: Register the company with the Commercial Register/Trade Register in Switzerland
Once the company’s articles of association have been drafted and the share capital has been established, you can register the company with the Commercial Register / Trade Register. This step involves preparing a meeting and a minute of incorporation by a registration notary and providing a copy of the company’s articles of association, as well as proof of the formation of the share capital. In Switzerland, an authenticated deed prepared by the notary is required before the company can be incorporated and registered in the Commercial Register.
Step 5: Obtain a VAT number
Once the registration is complete, you need to obtain a VAT number from the Swiss tax authorities. This number is needed to settle VAT-related taxes and to carry out commercial transactions such as imports and exports and invoicing your customers.
Step 6: Open a bank account
Finally, you need to open a bank account for your business. Most Swiss banks require a physical presence in Switzerland to open a business bank account, so it is advisable to look for a bank that suits your needs before setting up your business. The corporate services provider My Swiss Company will assist you in the account opening process.
In conclusion, setting up a company in Switzerland may seem complex, but by following these key steps, you can set up a limited liability company safely and legally. If you have any questions or concerns about setting up a company in Switzerland, please do not hesitate to contact us.
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