Switzerland - Company Incorporation

Company Type	Time to Incorporate	Cost
GmbH/Sàrl	2 weeks	£6400

GmbH or Sàrl

• GmbH - Gesellschaft mit beschränkter Haftung
• Sàrl - Société à responsabilité limitée
• both operate the same as a limited liability company similar the UK Ltd

A resident director is required, not necessarily a Swiss national. We can provide your company with the Swiss resident director if needed.

Time to incorporate

The entire incorporation process normally takes around 2 weeks from the date of our first meeting.

Our incorporation services include :

• Reserving your Company Name with the Federal Commercial Registry Office
• Application with the Commercial Register in the canton
• Structuring the company as per your requirements
• Prepare your Company Registration Forms
• Drafting your Articles of Association / Statutes
• Opening a capital deposit account at the Swiss bank
• Minutes appointing first Directors
• Initial Government licence fee payable on incorporation
• Preparation of Stamps declaration form
• Preparation of Lex Friedrich declaration form
• Payment of Stamp duty
• Register with the Tax and Social security authorities
• Organizing the foundation meeting with the notary
• Payment of notary fees
• Delivery of notarised Certificate of Incorporation
• Delivery of notarised Articles of Association
• Issue of shares and production of Share Certificates
• Leather binder with all documents and certificates
• Delivery of documents by FedEx / DHL courier

• Drawing up the final application for registration at the Cantonal Commercial Registry
• Arranging for the bank to release the paid in amount
• Delivery of notarised certificate of incorporation
• Delivery of notarised articles of incorporation

Time to open a company :

• Company name check with the federal business registry : 4 days
• Prepare the document and meet with the public notary : 5 days
• Once the document are signed before the public notary, the company can begin activities and registration with the cantonal business registry takes about 10 days.

Company Name clearance

Company name clearance is advisable but not obligatory.

Following notorisation of documents, the name must be entered in the commercial registry of the appropriate Canton.

Swiss Confidentiality

All the initial details need to be given to the Commercial Register, and this will include details about the shareholders and directors.

Any subsequent transfer of shares is not necessarily disclosed in a public record:

• Information about the beneficiaries of any company need to be disclosed to banks which hold company accounts
• No audit is required of GmbH/Sàrl annual accounts.
• Should the company be audited; the interest of the company administrators in the shares of the company will need to be disclosed to the auditors
• For the cantonal tax returns; any Swiss resident will need to disclose their interest in the company
• Any purchase or sale of shares made through a notarial deed, through a Swiss notary, while not public, will remain in the record of the notary’s protocol. In general, only in cases involving criminal activity, will any authority be allowed to look at notarial records

Share Capital

The share capital is CHF 20,000 and has to be fully paid up. On the day of incorporation the capital must be paid into a Swiss depository bank. The notary needs to see the certificate of deposit.

Once the company is registered, this money is free to be used. The issued shares are CHF 100 each.

Shareholders

There are no restrictions with respect to the nationality or residency of the shareholders.

Company Directors

At least one of the directors must be resident in Switzerland and have single signatory power to bind the company or must be empowered to sign jointly.

Notarial

Draft the Articles of Association in the presence of a notary public

The notary public notarises the personal and corporate signatures on the application form and authenticates the articles of association and the public deed of incorporation.

The Stamps Declaration form and Lex Friedrich declaration form are necessary documents for incorporation.

Incorporation in Switzerland

Before the company is ready to trade:

• Presenting documents to the Commercial Registry
• Payment of stamp duty
• Register with the tax and social security authorities
• There are no restrictions on your company name (the uniqueness of your name must be verified by the Federal Commercial Register).
• The time it takes to incorporate is 10 - 14 days
• A registered office is required for incorporation.
• Annual meetings can be held anywhere in the world.