Introduction:
The Swiss Company Register is an essential aspect of establishing a business in Switzerland, a country renowned for its stable economy, competitive taxation, and pro-business environment. This comprehensive guide will outline the necessary steps, terms, conditions, and typical fees associated with registering a company in Switzerland. By understanding these essentials, you’ll be better prepared to navigate the Swiss Company Register process.
Types of Swiss Companies and Their Requirements:
Switzerland offers two primary company structures: the Limited Liability Company (GmbH) and the Public Limited Company (AG). Each company type has distinct requirements for the Swiss Company Register:
Limited Liability Company (GmbH): Requires a minimum share capital of CHF 20,000, with at least one shareholder and one director, who must be Swiss residents.
Public Limited Company (AG): Requires a minimum share capital of CHF 100,000, with at least one shareholder and a board of directors, where the majority must be Swiss residents.
Choosing a Company Name:
Selecting a unique name is crucial for the Swiss Company Register process. Ensure that your desired company name is not already in use and complies with Swiss naming regulations. You can verify the availability of a company name through the Swiss Federal Commercial Registry Office (FEDRO).
Preparing the Articles of Association:
The Articles of Association serve as the company’s legal framework, outlining its purpose, share capital, and shareholders’ rights and obligations. In Switzerland, the Articles of Association must be notarized and signed by all shareholders and directors.
Opening a Bank Account and Depositing Share Capital:
Before registering your company with the Swiss Company Register, you must open a Swiss bank account in the company’s name and deposit the required share capital. The bank will provide a confirmation document, which you’ll need for the company registration process.
Registering with the Swiss Company Register:
After completing the above steps, you can register your company with the Swiss Company Register. This process involves submitting the following documents:
Notarized Articles of Association
Bank confirmation of share capital deposit
Statement of acceptance from directors and auditors
Application form for registration
Acquiring Necessary Permits and Licenses:
Depending on your company’s industry, you may need specific permits or licenses to operate in Switzerland. Ensure that you secure all necessary permits before starting your business operations.
Registering for VAT and Social Insurance:
If your Swiss company has an annual turnover exceeding CHF 100,000, you must register for Value Added Tax (VAT). Additionally, you need to register your company with the Swiss social insurance system, which covers employees’ pensions, unemployment benefits, and accident insurance.
Ongoing Compliance and Reporting Obligations:
After successfully registering your company with the Swiss Company Register, it is essential to comply with local legal requirements and reporting obligations. These include:
Annual financial statements: Swiss companies must prepare and file annual financial statements in compliance with Swiss accounting standards. Public Limited Companies (AG) are also required to have their financial statements audited by a licensed auditor.
Tax returns: Companies must submit annual tax returns, which include corporate income tax, withholding tax, and VAT returns, if applicable.
Social insurance contributions: Companies are required to make regular social insurance contributions on behalf of their employees.
Typical Swiss Company Register Fees:
Swiss Company Register fees can vary depending on the type of company, service providers, and additional services required. Below is a breakdown of typical costs:
Notary fees: CHF 500 – CHF 1,500
Swiss Company Register fees: CHF 600 – CHF 1,200