Whether you choose to set up an AG (public limited company) or GmbH (limited liability company), there are certain formalities to follow when starting a business in Switzerland:
1. Choose a Company Name
o The company name must be unique and not already registered with the Swiss Commercial Registry.
o The name should reflect the business’s activity and not be misleading.
o The name should reflect the business’s activity and not be misleading.
2. Open a Business Bank Account
o You will need to open a business bank account in Switzerland to register your company.
o You must deposit the required minimum share capital into this account: CHF 100,000 for an AG or CHF 20,000 for a GmbH.
o You must deposit the required minimum share capital into this account: CHF 100,000 for an AG or CHF 20,000 for a GmbH.
3. Draft the Articles of Association
o The Articles of Association outline your company’s structure, shareholder rights, and governance.
o This document must be signed by the founders or the first shareholders.
o This document must be signed by the founders or the first shareholders.
4. Notarize the Registration Papers and Submit to the Company Registration Office
o You must register your company with the Swiss Commercial Registry.
o After submitting your application, Swiss authorities will review it. Once approved, your company will be officially recognized as a legal entity.
o The registration process includes submitting the company name, share capital, articles of association, and details about shareholders and directors.
o After submitting your application, Swiss authorities will review it. Once approved, your company will be officially recognized as a legal entity.
o The registration process includes submitting the company name, share capital, articles of association, and details about shareholders and directors.
5. Obtain a Business License (if required)
Depending on your business type, you may need special permits or licenses. For example, if you operate in regulated industries like finance, pharmaceuticals, or food, you may need additional licenses.
6. Tax and VAT Registration
o All companies in Switzerland are automatically registered with the Swiss tax authorities.
o If your company’s annual turnover exceeds CHF 100,000, you must register for VAT (Value Added Tax).
o If your company’s annual turnover exceeds CHF 100,000, you must register for VAT (Value Added Tax).
7. Prepare Corporate Governance
o Both AGs and GmbHs require proper corporate governance.
o An AG must have a board of directors, while a GmbH may have more flexibility, often with a managing director.
o At least one director must be a resident in Switzerland and have signing authority.
o An AG must have a board of directors, while a GmbH may have more flexibility, often with a managing director.
o At least one director must be a resident in Switzerland and have signing authority.
8. Register Employees
o If you hire employees, you must comply with Swiss labor laws, including registering with social security and providing health insurance.
o Switzerland also has a well-developed pension and unemployment insurance system.
o Switzerland also has a well-developed pension and unemployment insurance system.
In Summary:
