Corporation registration in Switzerland

It must not contain sensitive words that imply criminal activity or contradict to the standards of public morality. The words such as Assurance”, “Bank” and “Insurance” are the subject of licensing.

The name of the company may not create any associations with the governmental bodies, agencies and departments.

The company’s name must not be very similar to existing names on the registrar and it must not contain improper or objectionable words. It must be written in Latin letters and contain the abbreviation, “GmBH” or “SARL” which means limited liability.

A Swiss LLC is required to have a registered office address in Switzerland.

There is no requirement to appoint a director.  Instead, the management of the company is conducted by the shareholders (quota holders) who may be one or more persons. That responsibility can be trusted to one of them. However, a managing officer (director) can be appointed if it is prescribed by the articles of the incorporation of the LLC. That person should reside in Switzerland, but in case there is a board of directors, this requirement is valid only for one of them.

Corporate entities cannot become directors. The directors’ details are registered on the public record and can be accessed by the public.

The appointment of a secretary is not mandatory but optional. The director is involved into the operational activity of the company and can handle operational matters instead.

A Swiss LLC does not have shareholders; instead, the owners are called quota holders. There is no requirement for them to be locals and corporate entities or natural persons can become quota holders. The quota holders’ meeting should be conducted on an annual basis – once a year but not later than 6 months from the end of the financial year. Such meetings should be held in Switzerland but, the quota holders may be present, through a video or phone connection.

Quota holders’ details are registered on the public record and can be accessed by the public. However, through the use of the nominee services, confidentiality can be obtained. Quota holders’ are entitled to handle the operational activity of the LLC hence the appointment of director is not obligatory.

The beneficial owners’ details are registered on the public record and can be accessed by the public. However, the utilization of the trust services is available.

The minimum authorized capital for the Swiss LLC is 20.000 CHF (€19.000EUR). The authorized capital is the maximum amount of capital that company is authorised by its constitutional documents.

A Swiss LLC does not issue shares, instead it has quotas. The authorized capital of the company should be divided into quotas with the minimum nominal value of at least 100 CHF (€95).

Contributions regarding the formation of the authorized capital may be done by the participants in cash, or with the any other asset the price of which corresponds to the number of quotas that the quota holders want to acquire. Quota holders are disclosed to the public.

The authorized capital should be paid up at the moment of incorporation. In case of its increase, the difference should be paid up as well.

The LLC in Switzerland can be incorporated within approximately 10 days.

Ready-made but unused LLCs are not available in Switzerland.

Swiss legislation does not contain any requirements regarding the economic substance of the Limited Liability Companies. This means that the company is not required to have premises, an adequate number of employees and number of expenditures to support its activity in Switzerland. A Limited Liability Company must have an address within the territory of Switzerland that will be registered as a company’s address.

A Swiss LLC must prepare and file its accounting records to the tax authorities on an annual basis. The annual tax revenue and the financial statements should be filled in CHF and should be filed to the relevant authority of the region where the company is incorporated.

Due to the fact Switzerland is a confederation, the tax system and applicable taxes are imposed on two levels: on the governmental level and on the level of cantons. On the first, the corporate tax rate is 7,83% and on the level of the cantons the tax rates may vary from 11.5% to 24.2%. However, the Swiss legislation comprises different exceptions and liberal regimes that allow obtaining the effective rate of 11% on foreign source income. It is noteworthy that, Switzerland has a treaty with the European Union that allows obtaining some benefits concerning taxation of the business activity that is conducted with the EU Member States. Moreover, the country is a party of a wide range of Double Tax Avoidance Treaties with various countries from all over the world. Interest and Royalties are not subject of taxation. Value added tax (VAT) is imposed on the rate of 7.7% but in some cases it can be reduced to  3.7% and 2.5%. Threshold for the registration is CHF 100.000 (€95.000).