Starting a business in Switzerland

  1. Introduction
  2. Sole proprietorship
  3. Company limited by shares
  4. Limited liability company
  5. CROCE & Associés SA’s services

I. Introduction

Switzerland has topped each and every Global Competitiveness Report issued by the World Economic Forum (WEF) since 2007. The report assesses 138 countries accounting for 98% of world GDP. Despite a strong franc, high salaries and the uncertainty surrounding corporate tax reform plans, in 2016 Switzerland achieved a record-breaking score of 5.8 points out of a maximum of 7!

The country’s strong points include:

  • An efficient labour market and an ability to attract a highly qualified workforce in a multicultural environment. In addition, Switzerland stands out from neighbouring countries in that it is not affected by strikes, and there is a genuine balance between the rights and responsibilities of employees and employers;
  • The business landscape is exceptionally well structured. In addition to a dense network of SMEs, numerous multinationals are present; Switzerland is located at the centre of Europe and its modern, efficient infrastructure facilitates logistics and distribution;
  • Innovation lies at the heart of the economy, thanks to academic excellence and very strong links between applied research and the business world. Switzerland is also the world leader in technology usage and transfer;
  • And finally, it benefits from an unrivaled standard of living and a stable and transparent political system.

SMEs are the backbone of the Swiss economy. Over 99% of local companies employ less than 250 full-time staff.

It is relatively easy to start a business here in Switzerland. Special authorization is required for only a few professions (medical and legal, architecture, teaching and training, etc.).

However, don’t jump straight in – it is important to do your homework. Key stages of the process include carrying out market research, writing a business plan, defining a marketing concept and choosing the best legal structure for your project. This last aspect is particularly important because it will affect all the business’s future decisions.

The three most common legal structures used for companies in Switzerland are: sole proprietorship (raison individuelle), company limited by shares (société anonyme or SA) and limited liability company (société à responsabilité limitée or Sàrl). This page will focus on these three forms of company. Other legal structures do exist (simple partnership, general partnership, limited partnership, partnership limited by shares, cooperative, associations and foundations) but they are far less common. If you require any information about these, please contact us.

The main difference between a sole proprietorship or partnership (simple partnership, general partnership or limited partnership) and an incorporated company (partnership limited by shares, company limited by shares or limited liability company) is the level of risk protection. Consequently, the greater the risk inherent in your project and the more money you are investing, the more advisable it becomes to choose an incorporated company.

Factors you may wish to consider include:

  • Capital and the cost of creating the company (these are generally higher for incorporated companies): minimum capital requirements vary depending on the legal structure chosen. It is advisable to look at the business’s capital requirements over a five-year horizon.
  • The independence and anonymity of the people involved: specific rules apply to certain structures. You will need to decide whether you wish to work alone or involve investors or partners in your business.
  • Taxation: depending on the legal structure you choose, the company’s revenue and assets can be taxed either together with the owner’s revenue and assets or separately.
  • Social security: social contributions and benefits may be compulsory, optional or unavailable, depending on your choice of structure.
  • Marriage regime: the effect of profits or losses on a couple’s assets varies widely depending on the company’s legal structure and the couple’s marriage regime (separation of property (séparation de biens), participation in acquired property (participation aux acquêts) or community of property (communauté de biens)).

II. Sole proprietorship

A. General information

When starting a business, many people choose the sole proprietorship option. There are over 330,000 such businesses in Switzerland. It is the recommended structure for a commercial business operated by one person. It is ideal when the business revolves around the owner’s skills, for example a doctor, lawyer, architect, craftsperson, etc.

This structure has three advantages:

  • Setting up a sole proprietorship is very quick and easy. It is simply a question of recording it on the Commercial Register;
  • There is no minimum capital requirement;
  • There is no double taxation.

However, a sole proprietorship has the following drawbacks:

  • The owner’s responsibility is unlimited, and is subject to bankruptcy proceedings. The owner must meet the business’s debts from their own assets. Depending on marriage regime, there can also be consequences for a couple’s joint assets;
  • It is more difficult to transfer (sell, etc.) a share of the business than it would be in an incorporated company;
  • It is impossible to bring a partner into the business. Under a sole proprietorship, one single person only owns the business;
  • There is no anonymity;
  • It is difficult to access capital through the markets. A sole proprietorship offers limited options for obtaining external financing and the chances of doing so are heavily influenced by the owner’s personal assets.

B. Setting up the business

The owner of a sole proprietorship is not required to be resident in the country. They must however either be a Swiss citizen or present a work permit (permit B, C, G, etc.). For more information on residence permits, please see our “Welcome to Switzerland” page.

There is no minimum amount of capital or notary’s deed required to set up a sole proprietorship.

Contributions in kind are permitted. There are no articles of association and there is no capital contribution.

The company must have premises within the canton from which it can run.

C. Organisation

A sole proprietorship does not have a legal personality. In particular, it cannot take legal action nor have legal action taken against it personally.

The owner of a sole proprietorship has exclusive responsibility for running the business. They can however appoint someone to deputise for them, and can be represented by a third party (the power of attorney must however be recorded on the Commercial Register).

A sole proprietorship does not have any governing bodies, but it can use the services of a trustee or auditor.

There is no specific legislation requiring it to hold reserves.

Sole proprietorships with turnover of less than CHF 500,000 are required, as a minimum, to keep accounts simply recording receipts, expenditure and assets.

Sole proprietorships with turnover of CHF 500,000 or more during the last financial year are required to keep and present accounts under the rules laid down in the Swiss Code of Obligations on 30 March 1911 (CO; RS 220) (article 957 and following).

D. Costs

Setting up a sole proprietorship is not expensive. You will need a budget of between CHF 0 and 1,000 for advice on how to set up the business – for example from a lawyer – and CHF 190 for a Commercial Register entry.

E. Taxation

A sole proprietorship is not treated as separate from its owner for tax purposes. Consequently, the Confederation, cantons and communes collect taxes directly from the owner of the business.

Income tax rates are progressive and vary by taxable income. (In Geneva, the highest rate applied to the top tax band is around 42.6%, whereas it is 41.5% in Vaud canton, 40% in Zurich, 36.5% in Valais, 24.5% in Uri and 23% in Zug).

Wealth tax is in addition to income tax and is charged on net assets by the cantons and communes only. Wealth tax rate is progressive and generally varies from 0 to around 1%.

Sole proprietorships are also liable for value added tax (VAT). All businesses generating annual turnover of more than CHF 100,000 must be registered for VAT. A sole proprietorship with a turnover below this figure can opt for voluntary VAT registration.

For further information about taxation of sole proprietorships, do not hesitate to contact us.

III. Company limited by shares

A. General information

A company limited by shares (SA) is the most popular legal structure for an incorporated company in Switzerland. There are over 115,000 in existence. It is ideal for any company which is mainly focused on making a profit, or which requires a large amount of capital.

Like any legal entity, it is a subject of law in its own right and has a legal personality. Consequently, it can have a name and head office, hold assets (both tangible and intangible) in its own name, be allocated rights and obligations and be a party in court proceedings.

The following are some of the advantages of a Swiss company limited by shares:

  • It is created for an unlimited duration and its existence does not depend on a specific person.
  • Liability for the company’s debts is limited to the nominal value of the capital contribution. Consequently, the shareholders have no liability beyond the value of the share capital they have invested. They cannot be required to contribute their personal assets if the company becomes insolvent.
  • This makes a company limited by shares the ideal option if the business is risky or if the shareholder has considerable personal wealth. Also, no third-party insurance is necessary. Such policies are often costly.
  • The company can be 100% held by foreign owners.
  • The legal status of shareholders is not disclosed publicly.
  • It is easy to sell or transfer shares in the company. The rules laid down in the law and in the articles of association of a company limited by shares makes it fairly easy to bring in new shareholders.
  • Investors see a company limited by shares as a safe option. It also adds credibility in the eyes of other stakeholders (bankers, customers, suppliers, etc.).
  • The directors of the company who draw a regular income can be contracted as employees, and so benefit from the employees’ occupational benefits plan. They enjoy better social coverage than independent workers and are entitled to family allowances. They are also free to set their salaries as they see fit. As regards taxation, a director of a company limited by shares has more options than an independent worker because they can combine a salary with a distribution from profits.

There are however the following disadvantages:

  • The required minimum share capital of CHF 100,000 may appear high compared to other jurisdictions;
  • In the event of bankruptcy, certain debts can be recovered from the directors of the company (but never the shareholders). These include VAT and social contributions (AVS, 2nd pillar benefit contributions, etc.).
  • A notary’s deed is required to create an incorporated company in Switzerland, which implies an additional cost;
  • The fees involved in administering the company and producing the required accounts can be high;
  • A company limited by shares is a legal entity and therefore pays taxes in its own right. Consequently, there is a risk of partial double taxation: funds can be taxed once as profits of the company and then again when they are received by the shareholders as dividends, or as revenue if the company is liquidated.

Most of the rules governing Swiss companies limited by shares can be found in articles 620 to 763 of the Swiss Code of Obligations.

B. The capital and shares of a company limited by shares

All companies limited by shares must have share capital of at least CHF 100,000 (there is no upper limit). This represents the initial investment made by the shareholders to meet the company’s initial costs, enable it to invest and cover any debts. The higher the nominal value of the capital contribution, the more resources the company can draw on as it begins to operate. As mentioned above, the shareholders’ only liability is to pay the company (“pay up”) the value of the shares issued to them.

The value of the company’s share capital is recorded on the Commercial Register. This information is therefore public.

At least 20% of the share capital set in advance must be paid up (or covered by contributions in kind), with a minimum of CHF 50,000. The board of directors can call up the remaining share capital at any time.

The share capital is divided into shares with a minimum value of 1 centime each. These shares are divided between the shareholders proportional to their holding in the company.

There are two types of shares – bearer shares and registered shares.

With bearer shares, shareholders can remain “anonymous” (subject to some restrictions). All holders of bearer shares can automatically exercise the rights associated with them. The shares are transferred by transfer of ownership. Bearer shares can only be issued if they are entirely paid up.

Registered shares are issued in the name of the owner. They can be transferred by endorsement and by updating the shareholders’ register. Limits can be placed on transmission in the company’s articles of association, so that transmission is only possible with approval from the company (shares with restricted transferability). Rules differ depending on whether the shares are listed on the stock exchange or not.

It is also possible to create preference shares, with special dividend or voting rights.

However, regardless of the class of share issued, shareholders remain anonymous. Their names do not appear on the Commercial Register.

Shareholders can create a simple partnership to jointly manage their interactions with the company, and in particular the way they intend to vote at the general meeting, by signing a shareholders’ agreement. Generally, when shares are sold, current shareholders have the right of first refusal. It is important to note that a shareholders’ agreement is not binding on the company.

C. Articles of association

The articles of association set out the company’s basic rules. They are required to cover:

  • the company’s business name and head office;
  • its purpose;
  • the value of the share capital and the contributions invested;
  • the number, nominal value and type of shares;
  • the notice to attend the general meeting and shareholders’ voting rights;
  • details of the management structure and auditors;
  • the format used by the company to publish information.

Under the law (Swiss Code of Obligations), it is important to add certain other provisions, because they are only valid if they feature in the articles of association. This applies in particular to any provisions which are exceptions to the applicable legal regime.

The articles of association are included in the deed of incorporation and must bear the stamp of a notary. They are submitted to the Commercial Register. A company can also define a set of management rules.

D. Creating a company limited by shares

A company limited by shares can be created by a single individual or legal entity (single-person companies are permitted), regardless of nationality.

A company limited by shares must be recorded on the Commercial Register of its head office location.

As well as an entry on the Commercial Register, a notary’s deed is required to create a company limited by shares. It is in fact the notary that has the company recorded on the register.

It takes 2 to 3 weeks to create a company limited by shares. In general, the company can be created in the founder’s absence through a power of attorney, although this is subject to the requirements of the bank in which the capital payment account is opened. However, if the founder of the company lives abroad and wishes to have signing powers within the company, they will need to have their signature legalized with an apostille.

Please contact us if you wish to obtain detailed information about the process of incorporating a company limited by shares.

E. Accounts

Companies limited by shares are required to keep accounts and present them as laid down by the rules in the Swiss Code of Obligations. The first set of accounts must be produced within a maximum of 18 months.

F. Governance of a company limited by shares

In a company limited by shares, the governing bodies are the general meeting, the board of directors and the auditors, unless the company has opted out of limited audits.

The general meeting of shareholders holds the ultimate power in a company limited by shares. It has the following non-transferable rights:

  • to adopt and amend the articles of association;
  • to appoint the members of the board of directors and the auditors;
  • to approve the group’s annual report and the group accounts;
  • to approve the annual accounts and decide how the profit shown on the balance sheet will be used, and in particular to set the dividend and bonuses;
  • to grant discharge to the members of the board of directors;
  • to take all the decisions allocated to it by law or under the articles of association.

General meetings are called by the board of directors and can be called by the auditors. An ordinary general meeting is held each year within six months of closing the accounts. Extraordinary general meetings can also be called as often as they are required.

Unless the law or the articles of association provide otherwise, the general meeting makes its decisions by an absolute majority of the voting rights allocated to the shares represented.

However, certain decisions made by the general meeting must be passed with a majority of at least two thirds of the voting rights allocated to the shares represented and by an absolute majority in terms of par values represented if it.

The board of directors is entirely responsible for running a company limited by shares, so long as this responsibility has not been delegated to one or more members or to third parties under the organizational rules.

A company’s board of directors is made up of one or more members, who must be physical persons. They are not however required to be shareholders.

The board of directors has authority to take all decisions which are not the preserve of the general meeting. In particular, it has the following non-transferable and inalienable rights:

  • to govern the company at the highest level and issue whatever instructions may be necessary;
  • to decide how the company is organized;
  • to set the accounting and financial control principles and the financial plan, as far as this is required to run the company;
  • to appoint and remove the people responsible for running and representing the company;
  • to oversee the people responsible for running the company to ensure in particular that they comply with the law, the articles of association, the rules and the instructions given to them;
  • to produce the management report and prepare for the general meeting and implement its decisions;
  • to inform the judge if the company finds itself in excessive debt.

The board of directors takes decisions by a majority of votes expressed. The chair of the board has a casting vote, unless otherwise stated in the articles of association.

The board of directors represents the company to third parties. Each member of the board has the right to do this, unless representation has been delegated to one or more specific members or to third parties. At least one member of the board of directors must be authorized to represent the company. In addition, the company must be represented by at least one person domiciled in Switzerland. This person can be a member of the board or a director of the company.

Directors, power of attorney holders and agents acting for commercial companies must be declared to the Commercial Register.

Members of the board of directors owe a duty of loyalty and diligence to the company, and are required to treat shareholders equally.

Unlike the general meeting, decisions made by the board of directors can be challenged through the courts only if they are null and void.

If the company is in deficit, i.e. half of the share capital and legally required reserves are no longer covered, the board of directors must immediately call a general meeting and propose measures to resolve the situation.

If a company limited by shares is in excessive debt, the members of the board of directors must issue an interim report to be verified by an accredited auditor. If it becomes apparent from this report that the company’s debts are not covered either when assets are valued at their value in use or at their liquidation value, the board of directors must declare the company insolvent to the judge, unless the creditors are willing to postpone the debts owed to them.

The auditors form the third governing body of a company limited by shares. The auditors are independent (they are generally a so-called fiduciary company). Each year, they make a final check to ensure that the accounts are accurate. The auditors write a report for the general meeting.

Companies limited by shares which exceed two of the following thresholds in two consecutive financial years are automatically subject to ordinary audits:

  • total assets: CHF 20m
  • turnover: CHF 40m
  • number of full-times staff: 250

In addition, publicly traded companies and all companies required to produce group accounts are always subject to ordinary audit.

Other companies are subject to limited audit (less stringent controls). Companies can also opt out of this audit if they employ less than ten people on average over the year (consent from all shareholders is required).

If the company is clearly in excessive debt and the board of directors has not informed the judge, the auditors will do so.

G. Costs

Fees charged by banks for handling a capital payment account generally range from CHF 100 to CHF 200.

In Geneva, notary’s fees are made up of cantonal fees set by the Council of State (registration duty, Commercial Register fees, revenue stamps, VAT, etc.) and the notary’s own fee which is laid out in a contract. The total cost is around CHF 3,500 for a company limited by shares where the share capital is contributed in cash (CHF 100,000).

If the share capital exceeds CHF 1,000,000, the founders are required to pay an additional “stamp duty” of 1% of its value.

The services of a non-salaried director resident in Switzerland can be expected to cost between CHF 4,000 and CHF 5,000 per year. Annual domiciliation fees (address, post and telephone) are around CHF 1,900 per year (excluding accounting). Accountant’s fees are around CHF 150 per hour, and secretary’s fees around CHF 75 per hour.

Lawyers’ fees are in addition to this (generally around CHF 450 per hour).

H. Creating a branch

Upon request, we will provide you with information on the pro and cons of setting up a subsidiary or a branch in Switzerland.

I. Taxation of a company limited by shares

A company limited by shares is a legal entity, and it is therefore taxed separately like any other individual or legal person. This can be a disadvantage for shareholders: if the society makes a profit, it is taxed on its profit. If it also uses this profit to a pay a dividend to shareholders, they will then pay income tax on the dividend they receive. This leads to double taxation (or even triple taxation where the path is subsidiary → parent company → final shareholder). Certain mechanisms can be used to reduce this double or triple taxation.

The tax authorities also count the company’s share capital twice: the company pays a “tax on capital” on its share capital, and shares are also taxable as part of the shareholders’ personal wealth.

Swiss companies limited by shares are liable for various taxes including:

  • Stamp duty on new issues;
  • Tax on profits;
  • Tax on capital;
  • Withholding tax;
  • VAT.

Cantonal law may also introduce special taxes, duties and fees, such as Geneva’s canton business tax.

Profits are taxed both by the Confederation (direct federal tax) and by the cantons. However, only the cantons tax capital.

Withholding tax, stamp duty on new issues and VAT are collected by the Confederation only.

Tax on profits:

Except where this is excluded by double taxation treaties or specific internal law provisions, a company limited by shares which has its head office in Switzerland is taxed on its worldwide income (including any capital gains).

Taxable profit is defined from the financial statements prepared as per commercial accounting principles.

The federal rate for tax on profits is 8.5%. The cantonal and communal rates vary. In general, the total tax rate (tax is a deductible expense in Switzerland) is between 12% and 25%, with an average of around 18%. In Geneva, the total tax rate (cantonal + federal) is around 24.2%. It is 22.3% in Vaud and 15.6% in Neuchâtel. Lucerne is one of the cantons where tax is lowest, at 12.32%.

Tax on capital:

The cantons and communes charge an annual tax on capital and reserves.

In Geneva, the total cantonal tax (the canton and City of Geneva rates combined) is 4.007‰ (0.4007%) if the company generates a taxable profit and 4,452‰ (0.4452%) if it does not.

Withholding tax:

Provisions are in place to reduce the double taxation burden for anyone holding at least 10% of a company’s share capital. Dividends and earnings from such holdings which form part of an individual’s personal assets are taxed at 60% of their value at federal level. Dividends and earnings, and also profits from the transfer of them, are taxed at 50% of their value when they are part of a company’s assets. Under the Federal Act on the Harmonization of Direct Taxation at Cantonal and Communal Levels (LHID, RS 642.14) cantons also have the facility, but not the obligation, to reduce taxation on these dividends.

Distributions made by Swiss companies to their shareholders are subject to a 35% withholding tax. This tax is collected on dividends, and also on all services on which a monetary value can be placed comparable to distributions of earnings. If Swiss residents declare their earnings correctly, they are entitled to a full refund of this withholding tax, which is deducted from the cantonal and communal taxes due.

People living abroad can only recover this tax if their country has an agreement with Switzerland. If it does, they can apply for a full or partial deduction, as provided for by the agreement.

Value added tax (VAT):

VAT is a tax levied on the consumption of goods and services. There are four rates in Switzerland. The standard rate is 8% (and there are reduced rates of 3.8% and 2.5% on foodstuffs, medicines, the accommodation sector, etc.).

Operations subject to VAT include delivering goods, providing services and importing goods or services. Certain other operations are exempt, for example exporting goods and providing certain services to clients abroad. VAT contributions are calculated based on the turnover of all companies registered for VAT, at all stages of the economy. The tax paid further up the chain is deducted.

In theory, all Swiss companies are registered for VAT, regardless of their legal structure. However, if their annual turnover on activities liable for VAT is less than CHF 100,000 (or CHF 150,000 if the structure is a not-for-profit organisation working in sport and the arts or has public interest states), they are VAT exempt. However, companies that do not pay VAT cannot claim back the VAT they have paid.

Specific tax regimes and corporate tax reform:

Special tax regimes are available for holdings, auxiliary companies and service companies (currently, these foreign companies do not pay tax or pay a reduced tax rate of around 11%). Even though they are very attractive, these preferential regimes should disappear by 2019. In fact Switzerland faces an increasing international pressure, in particular from the European Union. Instead, a new project is on its way to be adopted (so-called the 3rd or 4th corporate tax reform (CTR III or IV)). The new law will affects all companies, including SMEs, and not just multi-nationals. The idea is, among other things, to reduce the overall tax rate on company profits.

Vaud canton was one of the pioneers in this area: on 20 March 2016, the electorate in Vaud voted in favour (87%) of a new tax package reducing the canton tax rate from 8.5% to 8% on 1 January 2017, and then from 8% to 3.33% on 1 January 2019.

So, from 2019, the total effective rate of tax on profits (Confederation, canton and commune) for legal entities domiciled in Vaud will be 13.79% (compared to the current rate of 22.3%).

In addition, a single rate of tax on capital will be adopted, at 0.6‰ (0.06%).

The Grand Council of Geneva has yet to legislate (the current tax rate is 24.2%). The Council of State proposal is for a tax rate of 13.49%, plus an additional 0.3% for a period of five years.

These changes will place Switzerland, or certain cantons at least, among the most fiscally attractive places in the world for businesses (ahead of Hong Kong, Singapore, London etc.) without being considered a tax haven.

Please contact us if you wish to have the latest information on this subject.

J. Work permits

It is important to note that founding a company limited by shares does not offer any specific rights or guarantees towards obtaining a Swiss residence permit. For more information, please see our “Welcome to Switzerland” page.

IV. Limited liability company

The limited liability company is Switzerland’s third most widely used legal structure – 90,000 such companies exist.

It is the other major type of incorporated company. It is often described as a “mini” version of a company limited by shares. Although differences remain between the two structures, the revisions of the law on limited liability companies and the changes in the laws on companies limited by shares of 2008 has brought them much closer together.

Like a company limited by shares, a limited liability company is a legal entity with its own legal personality (governed by articles 772 to 827 CO). The members’ liability is limited to the share capital, which must be entirely paid up. A limited liability company is also created when it is recorded on the Commercial Register and when the deed of incorporation is signed before a notary. The governing bodies of a limited liability company are the members’ general meeting, the managing directors, of which there must be at least one, and the auditors, unless the company has opted out of limited audits.

On this page, we will simply highlight the differences between a company limited by shares and a limited liability company. For all other aspects, please see the information above. This includes taxation, as limited liability companies are taxed in the same way as companies limited by shares.

  • The minimum nominal value of the capital contribution for a limited liability company is CHF 20,000 and it must be entirely paid up. (In principle, the par value of a share must be at least CHF 100.) Consequently, the minimum investment for a limited liability company is lower than that required for a company limited by shares (share capital of CHF 100,000 of which CHF 50,000 must be paid up, but the minimum par value of a share can be as low as CHF 0.01).
  • Capital contributions in a limited liability company are always registered. They may not be held as bearer shares. Consequently, the names, addresses and places of origin of the members always appear in the Commercial Register. Members of a limited liability company cannot remain anonymous.
  • Members can be obliged to make additional contributions, if this is provided for in the articles of association. Such contributions can be required only to cover balance sheet losses, to enable business to be carried on diligently or for the reasons set out in the articles of association. In addition, they are limited to twice the par value of the capital contribution. Members can also be required to perform additional services.
  • Members may be bound by a non-compete clause, if this is laid down in the articles of association. They also have a duty of loyalty to the company.
  • Members have an unlimited right to access information about the limited liability company (ledgers, files, etc.) if it is not subject to audit. This is not the case for a company limited by shares. When auditors are used, members do not have a right to access a limited liability company’s ledgers and files unless there is a special justification.
  • The articles of association may give members the right to veto certain decisions made by the members’ general meeting. Unlike in a company limited by shares, the members’ general meeting can make decisions by correspondence.
  • The articles of association may also require the managers to submit certain decisions or issues to the members’ general meeting for approval.
  • Capital contributions can be transferred (in writing) only with the approval of the members’ general meeting (approved by an absolute majority of the share capital and by two thirds of the votes represented). The articles of association can even state that capital contributions are not transferable. Consequently, the nominal value of the capital contribution to a limited liability company is to a great extent fixed, whereas in a company limited by shares it fluctuates. (The options for limiting the transferability of shares in a company limited by shares are strictly controlled, and in general shares can be freely given up by endorsement or by transferring possession.)
  • Lastly, members of a limited liability company have a legal right to leave the company if they have legitimate reasons to do so, and the articles of association may add other reasons. It is also possible to be excluded from the company for legitimate reasons or other causes laid down in the articles of association. In a company limited by shares, members have an unconditional right to leave but can only be excluded if they fail to pay up the shares issued to them.

The notary’s fees for a limited liability company are around CHF 3,000 where the share capital is contributed in cash (CHF 20,000).

V. CROCE & Associés SA’s services

Although the process of setting up a business in Switzerland may look simple, it can be very helpful to call on the services of a law firm such as CROCE & Associés SA. As well as guiding you as you select the legal structure best suited to your needs and ensuring you avoid all the pitfalls, we can also open doors that would otherwise remain closed (with banks in particular). Also, we take on all the administration involved in setting up your company, leaving you free to concentrate on what you do best: look after the business and your customers.

We can also help you out with all the steps that follow once the company has been created, such as:

  • Opening bank accounts (payment flows, etc.) and obtaining lines of credit;
  • Drafting the various contracts you will need (shareholders’ agreements, employment contracts and leases, terms and conditions of sale, distribution and licensing agreements, non-disclosure agreements, transport contracts, etc.);
  • Creating your company logo and website, printing business cards and headed paper, setting up telephone lines, sourcing staff and premises, etc.;
  • Registering for AVS and VAT;
  • Arranging insurance, both compulsory (occupational benefits plan and accident insurance) and other forms you may need (vehicle insurance, policies to cover responsibility arising from products, third party liability cover, property cover and loss of earnings cover);
  • Residence permits (for more information, please see our “Welcome to Switzerland” page);
  • Protection for trademarks and patents (national and international filings);
  • Tax declarations (tax on profits, VAT declarations, etc.) and fiscal rulings;
  • Passing on the company and the way interests in it are held;
  • Debt collection (debt proceedings, insolvency, arrangements with creditors, etc.).

We wish you every success in your project!