Swiss Company Formation: SA, Sàrl, Holding — real-world conditions and tailored support.
Forming a company in Switzerland is not simply a matter of filing articles of association or registering an entity with the Commercial Register. In practice, the success of a project depends on several decisive factors: genuine economic and entrepreneurial activity, bank acceptance, economic substance, structural coherence, tax compliance and local governance.
My Swiss Company SA supports Swiss and cross-border entrepreneurs, international groups and investors looking to establish a structure in Switzerland within a serious, compliant and sustainable framework. We notably handle the formation of SA/AG, Sàrl/GmbH, holding companies, branch offices and certain more specific structures whenever the project carries clear economic logic.
We do not approach Swiss company formation as a standardised product. Each file is subject to a preliminary analysis, because a significant share of projects fails not at the registration stage but at the moment of bank account opening, substance validation or operational compliance.
Three questions to clarify before forming your Swiss company.
i
What we accept
- Commercial or service activityGenuine operations, not merely a legal wrapper
- International groups structuring their presenceOperating subsidiary, R&D, regional headquarters
- Holding company for participationsOwnership, intra-group financing, brand management
- Entrepreneurs with Swiss activity or clienteleSubstance defensible before foreign tax authorities
- Public utility associations and foundationsDocumented patrimonial projects, clear governance
ii
What we decline
- Companies without genuine activity in SwitzerlandShell entities intended for pure tax optimisation
- UBO profiles listed on sanctions listsOFAC, EU, SECO — systematic verification
- Regulated activities without prior licensingFinancial services, payments, crypto without FINMA approval
- Files rejected by the bank before incorporationOpaque flows, high-risk jurisdictions, KYC impossible
- Sectors incompatible with AMLA or sanctionsUnlicensed online gambling, weaponry, unregulated trading
iii
The actual blocking points
- BankingAcceptance of the escrow capital deposit account is required for the deposit of the share capital.
- SubstanceArt. 718 CO: place of effective management, entrepreneurial activity and Swiss-resident director, dedicated office at the registered address, employees.
- ComplianceBookkeeping (CO 957 ff.), tax compliance (VAT threshold CHF 100,000), payroll management and work permits (AHV/BVG/UVG and mandatory insurances from the first employee).
Does your project tick one of these boxes?
Which legal form for your business.
Each form has its own logic. The right choice does not depend on the capital available but on the structure of the activity, the expected flows and the image you project to your counterparties.
SA — Ltd / Public Limited Company
+Limited to share capital. Shareholders are not publicly listed in the Commercial Register, which preserves confidentiality.
Confidentiality, fundraising, multiple shareholders, international groups, activities requiring credibility.
Sàrl — LLC / Limited Liability Company
+Limited to capital. Members are publicly listed in the Commercial Register together with their respective shares.
SMEs, consulting, trade, family businesses, operating structures for a direct commercial activity in Switzerland.
Holding
+Legally a standard SA or Sàrl, but whose statutory purpose is limited to holding participations.
Holding subsidiaries, intra-group financing, management of participations, centralisation of a group's intellectual property.
Branch Office
+The foreign company is legally and fiscally responsible. The branch office has no separate legal personality.
Foreign group wishing to operate in Switzerland without setting up a separate entity: representative office, commercial outpost, depot.
Comparison
+| Form | Minimum capital | Liability | Typical use |
|---|---|---|---|
| SA Ltd / Public Limited Company | CHF 100,000 50,000 paid-up |
Limited to capital | International corporate, fundraising, premium image |
| Sàrl LLC / Limited Liability Company | CHF 20,000 fully paid-up |
Limited to capital | SMEs, direct commercial activity, identified members |
| Holding | Depending on form (SA or Sàrl) | Depending on form chosen | Holding of participations, dedicated tax regime |
| Branch Office | No own capital | That of the parent company | Extension of a foreign company in Switzerland |
The three conditions that determine feasibility.
A Swiss company formation project rarely fails because of corporate law — the texts are stable. It fails on three concrete pillars that we examine before any proposal.
I. Bank acceptance
During the formation process a company must deposit its capital into an escrow capital deposit account. Swiss banks only open this account after a complete KYC/AML review: nature of the activity, source of funds, beneficial owners, jurisdictions involved.
Risk profiles — opaque cross-border flows, PEPs, jurisdictions deemed high-risk by FINMA — are declined upfront.
Point of attention
We perform banking pre-screening before accepting any incorporation mandate.
II. Economic substance
Art. 718 CO requires that at least one member of the board of directors resides in Switzerland. Beyond that, foreign tax authorities scrutinise actual substance: offices, employees, decisions taken in Switzerland, local contracts.
A company without substance is reclassified for tax purposes at its place of effective management, with adjustments and penalties. This risk concerns companies whose effective management is not located on Swiss territory.
We step in through our director and manager mandates on a trust basis.
III. Administrative and tax compliance
A Swiss company is subject to regular bookkeeping (CO 957 ff.) and to several filings. At the threshold of CHF 100,000 in turnover, VAT registration with the FTA becomes mandatory. From the first employee onwards, AHV, BVG and UVG contributions are required.
These obligations apply from the moment of registration in the Commercial Register. A late VAT filing, a botched year-end closing or a missed affiliation quickly opens the door to tax adjustments.
We cover the full scope through our accounting, tax and administration services and our VAT tax representation services.
Assess the feasibility of your structure with My Swiss Company.
Why our clients choose us.
Our high-level Swiss Corporate Services Provider expertise, combined with strong command of cross-border issues, allows us to deliver fast answers and impeccable execution on every Swiss project. Constant availability, operational flexibility and immediate responsiveness shape our support, with a positioning recognised for service excellence and confirmed by the lasting satisfaction of our clients.
Swiss Corporate Services Provider expertise and command of cross-border issues. Impeccable execution, structured support from the first exchange to ongoing administration.
Reply within 24 business hours with a first feasibility opinion. Constant availability, operational flexibility, immediate responsiveness on urgent files.
31 client reviews published on Google Business Profile. Lasting satisfaction confirmed by relationships averaging 5 to 10 years.
Affiliations with AIWM, SFAA, STEP and IFA — demanding Swiss and international professional bodies in matters of governance and continuous training.
Your contact person
Andrés Taracido — Swiss Federal Diploma as Expert in Finance and Investments; Certified International Wealth Manager (CIWM); graduate of the Society of Trust and Estate Practitioners (STEP) and holder of the TEP accreditation; CAS in SME Taxation; and IAF-certified Insurance and Pension Advisor.
What our clients say.
★ 4.7/5 · 31 reviews published on Google Business ProfileWe are absolutely delighted with the services provided by My Swiss Company. Their team is professional, responsive and goes above and beyond to make sure everything runs smoothly and accurately. What truly sets them apart is their attention to detail and the genuine care they have for their clients.
We have been working with Swiss Financial Company for a long time, an ideal partner to support our activities in Switzerland. We are delighted to have found them! We work regularly with Mr. Andres and his team on a variety of administrative, legal and financial services projects.
I would like to express my deep satisfaction with the services provided by Mr. Taracido and his team. His responsiveness and impeccable administrative management.
Whom we support.
Six categories of files where our selective and cross-border approach delivers measurable operational value.
International groups structuring an operating subsidiary
Commercial implementation, R&D, EMEA regional headquarters, shared services centre.
Non-resident entrepreneurs setting up their company in Switzerland
Executives with planned substance, partial relocation, identified Swiss flows and counterparties.
Executives transitioning from a Sàrl to a SA
Restructuring, opening of capital, corporate repositioning.
Entrepreneurs creating a Holding company
Activity consolidation, share ownership, deal structuring.
Financial companies and patrimonial structures
Family holdings, participation management companies, transmission vehicles.
Public utility foundations and Associations
Documented projects, clear governance, long-term patrimonial ambition.
Looking to form your Swiss company?
Forming from abroad: foreign entrepreneurs, cross-border workers, non-residents.
The rules differ depending on your country of residence and your nationality. Three configurations — three distinct points of attention.
Foreign entrepreneurs and EU/EEA nationals
No permit is required to hold the share capital of a Swiss company. The hurdle lies at the level of effective management: art. 718 CO requires that at least one director (SA) or one manager (Sàrl) be domiciled in Switzerland. Without this link, no entry in the Commercial Register.
Cross-border managers / directors (G permit)
The G permit allows salaried employment in Switzerland. It is not enough to legally manage a Swiss company: actual substance — place of decision-making, offices, physical presence — must remain on Swiss territory. Foreign tax authorities readily reclassify poorly structured cross-border managers (tax residence, CFC).
Executives from non-EU/EEA countries
To personally hold management functions and sign at the Commercial Register, a B or C permit is required. Otherwise, recourse to an external Swiss director is mandatory. Banks make account opening conditional on a complete source-of-funds dossier: origin, traceability, supporting documentation.
In Switzerland, procedures vary depending on your nationality. EU/EFTA nationals benefit from simplified access: a residence permit (L, B or G) is required beyond 3 months, with no quotas in most cases. For non-EU nationals, conditions are stricter: only qualified profiles are admitted, with a labour-market test, quotas and an application filed by the employer with the authorities. In all cases, the permit depends on the employment contract, qualifications and compliance with local formalities.
Looking to form your Swiss company?
What many providers do not say.
Forming a Swiss company implies meeting several concrete requirements:
- justify the company’s actual activity
- demonstrate the origin and consistency of financial flows
- satisfy the requirements of Swiss banks
- set up compliant governance
- assume accounting, tax and administrative obligations from day one
In many files, the main blocking point is not the legal incorporation but the project’s ability to clear banking and compliance reviews.
Common mistakes of international entrepreneurs
Many clients assume that:
- forming the company is enough
- domiciliation replaces a real presence
- a Swiss director is a mere formality
- banks accept every file
Switzerland operates the other way around:
- the project’s credibility is analysed in depth
- the structure must be defensible
- compliance and economic justification take priority over optimisation
The projects we decline.
We would rather decline a mandate than create a structure that is not viable in the long term. This selection is intentional. It protects the quality of the files we accept, limits situations of failure from the very first stages and produces solid, coherent and sustainable structures, in the genuine interest of the client.
Categories of projects we do not accept
- «Shell» companies with no real activity, intended for pure tax optimisation without economic substance
- UBO profiles listed on sanctions lists (OFAC, EU, SECO) or whose source of funds cannot be documented
- Regulated activities conducted without prior licensing (payment services, financial intermediation, crypto-assets requiring FINMA approval)
- Files refusable by banks ex ante: high-risk jurisdictions, untraceable flows, KYC impossible to complete
- Sectors incompatible with AMLA or international sanctions: unregulated trading of precious metals or works of art, online gambling without cantonal licence
Five recent examples.
Swiss company without substance or effective management
An entrepreneur based in a European capital wishes to set up a company in Switzerland while keeping all activity and management in his country of residence, with the main objective of reducing taxation.
In the absence of substance and effective management in Switzerland, this type of structure is generally non-viable from a tax standpoint and hardly acceptable to banks.
Commissions on commodity transactions, without operational presence
A non-EU resident entrepreneur wishes to set up a Swiss company to receive commissions on commodity transactions, with no operational presence or organisation in Switzerland.
This type of arrangement, without any real localised activity, presents a high risk of bank refusal and of being blocked at the compliance stage.
Financial services without authorisations or compliant organisation
An international entrepreneur wishes to provide financial services from a Swiss company without holding the necessary authorisations or having an organisation compliant with regulatory requirements.
Without proper structuring — licences, compliance, qualified personnel — this type of project cannot be implemented in Switzerland.
Trading of precious metals or art market without an established structure
Projects related to the trading of precious metals, precious stones or the art market, without an established structure, identified partners or a verifiable activity track record.
In practice, opening bank accounts for this type of activity is extremely difficult, and impossible in most cases.
Swiss holding without economic justification
A European entrepreneur wished to set up a Swiss holding without genuine economic justification, with the main objective of tax optimisation.
This type of structure, without substance or operational logic, is generally refused. In practice, banks do not accept this type of file, leaving the company unused despite having been incorporated.
Set up your structure in Switzerland:
The process steps when your project is structured.
No online journey, no 24-hour incorporation. A three-step plan, built with your expert.
File analysis and structuring
The decisive step. Before any deed, we validate banking and tax feasibility and gather the required documents.
- Feasibility study (UBO, activity, flows, jurisdictions)
- Choice of legal form, canton and corporate name
- Verification of name availability with the Commercial Register (TR)
- Banking pre-screening with our partners
- Documented action plan and firm quotation
Incorporation and registration
Fast execution once Step 1 is validated: 10 to 15 business days through to the UID number.
- Drafting of articles of association and the founding deed by our Expert
- Opening of the escrow capital deposit account, capital contribution and paying-in
- Signature of the founding documents and notarisation of signatures by the notary
- Registration with the Commercial Register, publication in the SOGC
- Opening of the operational bank account
Administrative onboarding
The company is registered with the Commercial Register; administrative management work begins.
- Application for licence or approval (where required)
- VAT registration
- Preparation of a chart of accounts
- Application for work permits
- Registration with social insurance contributions
- Mandatory and recommended insurances
Incorporation is only the first step. A Swiss company then implies a precise administrative framework: accounting, tax filings, VAT where applicable, payroll management, mail processing, monitoring of legal obligations and, in some cases, oversight of the financial and regulatory situation.
We deliver this administration with a focus on compliance, control and continuity. The objective is not only to incorporate the company but to ensure its proper functioning over time.
An example of successful structuring.
★★★★★
We are absolutely delighted with the services provided by My Swiss Company. Their team is professional, responsive and goes above and beyond to make sure everything runs smoothly and accurately. What truly sets them apart is their attention to detail and the genuine care they have for their clients.
How an Irish recruitment group structured its Swiss subsidiary: incorporation of an SA, banking coordination, resident director mandate and full takeover of administration over the past ten years.
A Swiss subsidiary operating in Geneva and Lucerne, compliant and defensible — ten years of continuous relationship.
Assess your project.
Initial consultation in person or by video conference. We will get back to you quickly upon receipt of your request via the contact form.
Prepare your contact request
- A precise description of the planned activity and counterparties
- The country of tax residence of the beneficial owners (UBO)
- The expected financial flows and their jurisdictions of origin
- The concrete reasons for choosing Switzerland over another jurisdiction
- The need: formation only, formation + administration, or restructuring
Request an initial consultation
Confidential first exchange with no commitment.
Frequently asked questions about Swiss company formation
Answers to the questions we receive every week on setting up, capital, substance and the obligations that follow incorporation.
Can a non-resident form a company in Switzerland?
Yes. There is no need to be a Swiss resident to be a shareholder, member or founder of an SA, Sàrl, holding company or branch office. However, art. 718 CO requires that at least one member of the board of directors (for an SA) or one manager (for a Sàrl) be domiciled in Switzerland. My Swiss Company SA provides this mandate when the executive does not reside in Switzerland.
What is the minimum capital to form an SA or a Sàrl in Switzerland?
The minimum capital of a Ltd / Public Limited Company (SA) is CHF 100,000, of which at least CHF 50,000 must be paid up at the time of incorporation. The minimum capital of a Sàrl is CHF 20,000, fully paid up. These amounts are deposited into a bank escrow capital deposit account before the notarial deed.
How long does it take to form a company in Switzerland?
Between 10 and 15 business days on average, from the moment the bank has agreed to open the escrow capital deposit account. The breakdown is as follows: drafting of the articles of association (3-5 d), account opening and paying-in of capital (5-10 d), notarial deed (1 d), registration in the Commercial Register and SOGC publication (3-7 d). My Swiss Company synchronises these steps to meet the timeline.
Is a Swiss-resident director mandatory?
Yes. Art. 718 CO for the SA and art. 814 CO for the Sàrl require that at least one person authorised to represent the company resides in Switzerland and holds signing authority. This requirement is not symbolic: it ensures that an authority, a bank or a partner can reach the company on Swiss territory.
In which canton should you form your Swiss company?
There is no «best» canton in absolute terms — there is a canton suited to each structure. Geneva remains the default choice for international activities. Zug is favoured for holdings, venture capital and digital structures. Lucerne combines one of the lowest tax burdens in the country with a stable operational environment. The choice depends on the activity, the tax profile of the partners and the substance logic.
When must a Swiss company register for VAT?
VAT registration becomes mandatory from CHF 100,000 in annual turnover generated in Switzerland (taxable services). It is filed with the FTA (Federal Tax Administration). A foreign company providing services in Switzerland may also be subject to it, in which case a Swiss tax representative is required.
Which cases does My Swiss Company systematically refuse?
We refuse shell companies without genuine activity, files whose UBO is on sanctions lists (OFAC, EU, SECO), regulated activities conducted without prior FINMA approval (payments, financial intermediation, crypto-assets), projects whose banking acceptance is impossible ex ante, and sectors incompatible with AMLA (unregulated trading of precious metals or art, gambling without a licence).
About My Swiss Company SA
Swiss Corporate Services Provider with offices in Geneva, Lucerne and Zug. A FINMA-registered financial intermediary (No. F01502161), the company supports the formation and administration of Swiss companies — SA, Sàrl, holdings, branches, foundations — for an international clientele of executives, family groups, family offices and investors.
The team is affiliated with AIWM, SFAA, STEP and IFA. We work in French, English, Spanish, German and Italian.
Legal references and official sources7 sources
- Fedlex — CO art. 620 ff. (Public Limited Company)
- Fedlex — CO art. 772 ff. (Limited Liability Company)
- Fedlex — CO art. 957 ff. (Accounting obligations)
- Fedlex — CO art. 718 (Representation of the SA)
- ESTV / FTA — Federal Tax Administration (VAT)
- Zefix — Federal Commercial Register
- FINMA — Swiss Financial Market Supervisory Authority
