Incorporation in Switzerland

Company Type	Time to Incorporate	Cost
Sàrl	2 weeks	£6400

Procedure for Incorporating

• Supply the company name and address.
• Request that the Federal Commercial Registry Office determine that your company name is unique.
• Confirmation the name is available.
• Apply at the Commercial Register office in your canton, defining the scope of your business. 
• Appoint two shareholders and we can provide you with nominee shareholders.
• Draft Articles of Association.
• Open a capital deposit account at a Swiss bank.
• The minimum share capital is CHF 20,000.
• Elect a Board of Directors.
• Swiss nationals, or EU nationals who are residents of Switzerland must comprise a majority of the board and directors.
• One manager must have Swiss residency, but can be of any nationality. 

Formation Meeting

A formation meeting takes place with the notary public. In canton Zug and canton Obwalden, lawyers can also serve as notaries.

The notary creates a public deed, which is signed and stamped once the following documents have been presented and authorised:

• Passports of the officers
• The Articles of Association should describe not only the purpose and mission of your company, but also should define share issues, voting rights, restrictions, and other rules.

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
• 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

Advantages of the various Cantons

• Check the languages of the cantons where you wish to incorporation: do you have a preference for German, French or Italian?
• Do you require simply the most advantageous for tax: if so, Freibourg or Zug may be your option

Commercial Register Meeting.

The Board of Directors must meet with the canton Commercial Register to formally apply for incorporation.  Once all documents have been authorised. The application package is submitted to the Federal Commercial Register.  Upon final approval, notification of incorporation is posted on their website,  this notification represents the official founding date of the company.

• The following documents must be presented at the Commercial Register meeting.

Commercial Register Application - The application must include details of the company and be signed by all authorised persons involved in the incorporation. 

Articles of Association and Public Deed - These must include the following information:

• Company name and address.
• Company purpose.
• Share capital.
• Contributions, types, number and nominal amount of shares.
• Calling of shareholders meeting.
• Voting rights of shareholders.

Directors' Acceptance Letters - If there are members of the Board who were not present at the initial formation meeting, their original letters of acceptance of their positions must be submitted as part of the application. Bank confirmation of the deposit of capital.

Stampa Declaration - This declaration confirms that all the contributions listed in the formation meeting documents are complete and accurate, and represent the entirety of the contributions.

Lex-Friedrich Declaration - If the company is comprised of founders or Board Directors not of Swiss origin, this declaration must be submitted.

Domicile Acceptance Statement - If your enterprise has not yet established offices, this statement verifies the address you are using currently as the company's address.

Accurate, notarised translations of all documents in a foreign language must be a part of the Commercial Register package. Work begins on incorporation documents, nominal directors, bank account establishment and the translation and notarising of official documents. At this point, it is necessary to decide whether to grant us with a power of attorney, in order to secure a nominal director for company registration; or to arrange a personal visit with us for the registration process. A temporary bank account is opened on your behalf. A deposit is made into the account as stipulated by the incorporation procedure.  A meeting with the cantonal notary is arranged and taken, either with the client personally with ourselves in an advisory capacity, or solely with ourselves under power of attorney. Formacompany prepare and file with the Commercial Register all translated, signed and notarised incorporation documents. The incorporation is approved within two weeks, which formally activates the client's bank account for all normal bank transactions.