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The legal form for a Swiss corporation is the “Aktiengesellschaft” (AG), which is governed by the Swiss Code of Obligations. This type of company is best suited for multinational corporations looking to expand their activity on the Swiss market The liability of the shareholders of an AG is limited to the unpaid amount of shares they hold within the company. Even foreign citizens are able to open an AG in Switzerland, since there are no restrictions regarding the nationality of residency of the company’s shareholders. The shareholders of the AG may be individuals or legal persons and the use of nominee shareholders is allowed.
- Minimum Share Capital of 100’000 CHF
- Minimum Paid-In Share Capital of 50’000 CHF
- Swiss Registered Office
- Minimum one Swiss Director
Private limited liability companies are very common among foreign entrepreneurs investing in Switzerland. It’s important to note that a Swiss LLC has a close form to a GmbH. It can be formed by one or more individuals or by companies with a predetermined capital. Each partner of a limited liability company is paying part of the initial share of the capital. The partner’s liability is limited to the predetermined nominal capital. The most important advantage offered by this type of company is that it doesn’t matter if the founders are Swiss or foreign citizens.
- Minimum Capital of 20’000 CHF
- At least one Director and Shareholder
- Swiss Registered Office
Under Swiss Law, a foundation is a segregated fund, organised as a legal entity, dedicated to a specific purpose. The foundation board is the governing body of the foundation, and manages its activities and affairs. The initial foundation board is usually appointed by the founder. Articles of association can also set forth a number of skills that the board members must have to serve the foundation’s purpose. A Swiss foundation shall appoint an independent and chartered auditor that shall review the annual accounts of the foundation.
- Initial Capital of 50’000 CHF
- Foundation Board
- Registered Swiss Address
The Swiss Civil Code recognizes the Verien, or association, as a legal form that is comparable to the American voluntary association. The main distinction between the German Verein and the Swiss Verein is that the Swiss organization is not required to be registered. The identical legal entity is likewise available in Germany. Only if a Verein engages in business activity should it be registered with the Swiss Commercial Register. In Switzerland, a Verein may also function as a non-profit or non-governmental organization (NGO). Trade unions, corporations, and attorneys all use the same structure in Switzerland.
- Minimum of 2 Founders
- Swiss Registered Address
The simplest form of conducting business in Switzerland is as a sole trader, which allows natural individuals to establish a company in their own names. Since they represent the first step toward financial independence and self-employment in Switzerland, sole proprietors have recently gained a lot of popularity.
The simplest business structure in Switzerland is a single trader, which is often referred to as a sole proprietorship or an individual enterprise. Not only Swiss nationals but also foreigners who reside in the nation are permitted to establish sole proprietorships. Our group of Swiss attorneys is prepared to provide comprehensive information on the registration requirements available for this company structure to local and foreign natural persons.
A foreign corporation that wants to launch a business in Switzerland has the option of creating a subsidiary or a branch office. Until now, the subsidiary has been the most often utilized sort of business, but branch offices are beginning to gain ground. The goal of conducting business in Switzerland and the independence the new office will have must be kept in mind when deciding the sort of structure the firm wishes to create there.
The Swiss business rules govern both kinds of arrangements. However, there are a number of distinctions between these two corporate structures; the most significant ones are emphasized in this article. Our team of Swiss attorneys can give further information on this topic.
Cooperatives stand for community, democratic culture, security and stability. The registered cooperative (eG) offers convincing and diverse models for shaping the future of the economy and society in a sustainable and democratic way. As few as three people can jointly establish a registered cooperative (eG). This makes the legal form eG suitable for cooperation between small and medium-sized enterprises and freelancers.
The general partnership is an ideal legal form for small businesses whose partners have a close personal and professional connection. The general partnership is particularly suitable for the joint practice of freelance activities as a commercial enterprise and for smaller commercial enterprises of persons who are typically closely connected with each other.
The legal form of the limited partnership is particularly suitable for strongly personal smaller companies. Due to the different liability ratios (the general partners have joint and unlimited liability, the limited partners have limited liability), external investors can also be involved. The limited partnership is often chosen when the financing basis of a general partnership is to be expanded. It is also suitable for the limited participation of lenders in the management.
Company Formation for AG and GmbH
Find below the steps to incorpoarate in Switzerland
KYC (Know Your Customer) refers to the process of verifying the identity of clients in the financial industry. This process helps financial institutions meet regulatory requirements and prevent illegal activities such as money laundering and financing of terrorism.
Why is KYC information required?
- To comply with Anti-Money Laundering (AML) and Countering the Financing of Terrorism (CFT) regulations, financial institutions are required to verify the identity of their clients.
- KYC information helps financial institutions understand their clients’ financial transactions and ensure that they are not involved in any illegal activities.
- By collecting KYC information, financial institutions can also assess the risk associated with a client and take appropriate measures to manage that risk.
What information is required for KYC?
- Full name
- Date of birth
- Identification document (passport, national ID, driver’s license, etc.)
- Proof of address (utility bill, bank statement, etc.)
In conclusion, KYC is an important process that helps financial institutions comply with regulatory requirements and prevent illegal activities. By providing accurate and up-to-date KYC information, clients can ensure that their financial transactions are secure and compliant.
Blackwood compiles all necessary documents in cooperation with the customer. This includes articles of association, shareholder documents, registrations and other required documents. In addition to these key documents, other requirements may apply depending on the type of company being incorporated, the industry, and the canton in which the company will be registered. It is important to consult with a Swiss lawyer or company formation specialist to ensure that all necessary documents are obtained and that the incorporation process is completed properly.
- Articles of Association
- Shareholder Documents
- Filings and Registrations
- Application to the Commercial Register
Opening a blocked capital account is a necessary step in the process of incorporating a company in Switzerland. A blocked capital account is a type of bank account that is used to hold the share capital of a Swiss company. The capital in this account cannot be withdrawn until the company has been officially registered with the Swiss Commercial Register.
Why is a blocked capital account required for company formation in Switzerland?
- Swiss law requires that a company have a certain amount of share capital, which must be deposited in a blocked capital account.
- This requirement helps to ensure that the company has the necessary financial resources to meet its obligations and carry out its business activities.
- The blocked capital account also serves as a form of protection for creditors and other stakeholders, as the capital cannot be withdrawn until the company is officially registered.
After Blackwood Capital AG has opened the blocked capital account with its Swiss banking partner, you will be asked to deposit the share capital on the blocked capital account. The blocked capital account will already be in the name of your company and the blocked funds will be set free upon publication of the new entity in the commercial register.
Share Capital Requirements
Swiss GmbH: The minimum share capital required for a Swiss GmbH is CHF 20,000 (Swiss Francs). This capital must be fully paid in when the company is incorporated, and a portion of it must be deposited in a blocked capital account.
Swiss AG: The minimum share capital required for a Swiss AG is CHF 100,000. This capital must be fully paid in when the company is incorporated, and a portion of it must be deposited in a blocked capital account. In addition, Swiss AGs are also required to have a Swiss citizen as a member in the board of directors.
It is important to note that these are the minimum requirements for share capital, and the actual amount may vary depending on the specific requirements of the business and the industry in which it operates. Companies with a higher capital requirement may also be subject to additional regulations and reporting requirements.
Upon the deposit of the share capital on the capital account, UBS will issue a Share Capital Certificate, which is crucial to the incorporation process.
A domicile is the official registered address of a company, and it is a requirement for all Swiss companies to have a domicile in the country. The domicile must be a physical location where official correspondence and legal documents can be received and stored.
Blackwood Capital AG offers two types of domicile:
- Registered Domicile Address (Example Company, Rigistrasse 3, 6300 Zug)
- C/O Address (Example Company, C/O Blackwood Capital AG, Rigistrasse 3, 6300 Zug)
The process of appointing a director to a Swiss company involves several steps and legal requirements that must be followed. Here are the key steps in the process:
Determine the Position Requirements: The first step in appointing a director is to determine the requirements for the position. This may include education, experience, and other qualifications.
Find Suitable Candidates: Once the position requirements have been determined, the company can start the process of finding suitable candidates. This may involve advertising the position, conducting interviews, and conducting background checks.
Appoint the Director: Once a suitable candidate has been found, the company can appoint the director by either voting on the appointment at a shareholders’ meeting or by signing an appointment agreement.
Register the Appointment: The appointment must be registered with the Swiss Commercial Register, which is maintained by the local canton. The appointment will not be officially recognized until it has been registered.
Provide the Director with Powers of Representation: The company must provide the director with powers of representation, which will allow the director to act on behalf of the company in official matters.
Comply with Swiss Labor Law: Swiss labor law sets out various obligations and requirements that must be followed when appointing a director. These may include requirements related to employment contracts, working hours, and social insurance contributions.
In conclusion, the process of appointing a director to a Swiss company involves several steps and legal requirements that must be followed. Companies must ensure that they comply with these requirements in order to maintain their compliance with Swiss law and ensure that the appointment is legally recognized.
Last but not least, all of the gathered documentation needs to be presented to a Swiss notary. The notary checks all the drafted documentation as well as the share capital certificate. Also the notary must ensure, that the responsible persons are present in person or represented through a valid power of attourney.
Once the notary has stamped all the documents, they are ready to be taken to the commercial register. From here on, it will take around 10-14 days until you receive the registration documents of your company. Once your company is published in the commercial register, the blocked account will be turned into a standard current account and the capital is free for further use.