We are pleased to provide a summary of the
salient features of companies incorporated in Switzerland.
[
BACKGROUND ] [
COMPANY
FORMATION ]
[ SHARE
CAPITAL, TAXATION, LICENCE FEES & COMPLIANCE ]
[ STRUCTURE OF
MANAGEMENT ]
CORPORATE FEATURES
| GENERAL |
| Type of Company |
AG |
GmbH |
| Political Stability |
Excellent |
| Common or Civil Law |
Civil |
| Disclosure of Beneficial
Owner |
No |
Yes |
| Migration of Domicile
Permitted |
Yes |
| Tax on Offshore Profits |
Varies |
| Language of Name |
Latin Alphabet, but translation to Swiss official
language may be required |
|
CORPORATE REQUIREMENTS |
| Minimum Number of
Shareholders |
Three |
Two |
| Minimum Number of Directors |
One |
One |
| Bearer Shares Allowed |
Yes if share capital fully paid up |
No |
| Corporate Directors
Permitted |
No |
No |
| Company Secretary Required |
No |
No |
| Standard Authorised Share
Capital |
SFr 100,000 |
SFr 20,000 |
| LOCAL
REQUIREMENTS |
| Registered Office/Agent |
Yes |
Yes |
| Company Secretary |
No |
No |
| Local Directors |
Yes |
Yes |
| Local Meetings |
Yes |
Yes |
| Government Register of
Directors |
Yes |
Yes |
| Government Register of
Shareholders |
No |
Yes |
| ANNUAL
REQUIREMENTS |
| Annual Return |
Yes |
Yes |
| Submit Accounts |
Yes |
Yes |
|
RECURRING GOVERNMENT COSTS |
| Minimum Annual Tax/Licence
Fee |
Varies |
Varies |
| Annual Return Filing Fee |
Nil |
Nil |
GENERAL INFORMATION
The country
is a federal republic and is officially known as the Swiss Confederation. The
total area is 41,295 sq km. On the north, Germany borders the country, to the
west by France, on the south by Italy and on the east by Austria and
Liechtenstein. Lake Constance and the Rhine form part of the northern border,
with the Rhône, which rises in the central Swiss Alps, also forming part of the
eastern boundary. The Jura Mountains form the west border, and Lake Geneva and
the Italian Alps the south. The capital is located at Berne.
Switzerland is divided in to 26
Cantons and every Canton and every community has a different taxation system.
POPULATION
The total estimated population is
7,250,000, with two thirds of the inhabitants living in the lowland parts of the
country. The heaviest population concentrations are in the large industrial
centres of Zürich, Basel and Geneva.
POLITICAL STRUCTURE
The two dominant principles of
the Swiss Constitution of 1874 are federalism and democracy. The Constitution
provides that the Cantons shall exercise all powers of government not delegated
to the Federal Government.
The three major sectors of the
Swiss National Government are the Federal Council, the Federal Assembly and the
Federal Tribunal. The executive body is the seven-man collegiate Federal
Council, which is elected for a four-year term by the national legislature.
INFRASTRUCTURE AND ECONOMY
Switzerland has a prosperous and
stable modern economy with a per capita GDP approximately 10% higher than other
Western European countries.
The Swiss have a highly developed
communication system that offers state of the art telephone, fax, telex,
telegram and courier services. Swissair, as the national air carrier, offers
direct services to many cities world-wide, and domestic air travel is excellent,
offering frequent services to most cities.
LANGUAGE
Switzerland is one of the most
multilingual countries in Europe. German, French, Italian and Romansh, a
Rhaeto-Romance offshoot of Latin, are the official languages in Switzerland.
CURRENCY
Swiss Franc.
EXCHANGE CONTROL
None.
TYPE OF LAW
Civil Law.
PRINCIPAL CORPORATE LEGISLATION
Schweizerisches Obligationenrecht
(Swiss Code of Obligations).
Bundesgesetz über
Schuldbetreibung und Konkurs (Swiss Federal law on Debt Collection and
Bankruptcy).
Bundesgesetz über die direkte
Bundessteuer (Federal Law on Direct Taxation).
Bundesgesetz über die Banken und
Sparkassen (Swiss Federal Act on Banks and Savings Associations).
Bundesgesetz über die Anlagefonds
(Federal Act on open ended Investment Companies).
Bundesgesetz über die
Internationale Privatrecht (Federal Act on Private International Law).
COMPANY INFORMATION
TYPE OF COMPANY FOR INTERNATIONAL TRADE AND INVESTMENT
Aktiengesellschaft (AG) - Stock
Company
Gesellschaft mit beshränkter
Haftung (GmbH) - Limited Liability Company
PROCEDURE TO INCORPORATE
Submission to the Commercial
Register of the following documentation:
· Public Deed of Incorporation
executed before a Notary Public.
· Articles of Incorporation.
· Confirmation by a Bank that
the share capital is held in an account.
· Consent to act forms signed
by the proposed directors.
· Declaration of the
applicants.
· Application to the Commercial
Register covering the above documentation, and including the notarised
signature of the person appointed to represent the company.
RESTRICTIONS ON TRADING
Unless suitably licensed a
company incorporated in Switzerland cannot undertake the business of banking,
insurance, assurance, reinsurance, fund management, collective investment
schemes or any other activity that would suggest an association with the banking
or finance industries.
POWERS OF COMPANY
A company incorporated in
Switzerland has the same powers as a natural person.
LANGUAGE OF LEGISLATION AND
CORPORATE DOCUMENTS
Swiss official language, but
foreign language translations can be obtained.
REGISTERED OFFICE REQUIRED
Yes, must be maintained in the
Canton of incorporation.
SHELF COMPANIES AVAILABLE
Owing to the costs associated
with incorporation and the paid up share capital requirements, shelf companies
are not available.
TIME TO INCORPORATE
Subject to the proposed name
being approved by the Commercial Register, and the criteria for incorporation
being strictly adhered to, a company can be established in ten working days.
NAME RESTRICTIONS
A name that is identical or
similar to an existing name. A major name that is known to exist elsewhere. A
name that may imply government patronage. A name that in the opinion of the
Registrar may be considered undesirable.
LANGUAGE OF NAME
The name of a body corporate or
trust entity may use any language using the Latin alphabet, but the Public
Registry may require a translation in to an official Swiss language.
NAMES REQUIRING CONSENT OR
LICENCE
Bank, building society, savings,
insurance, assurance, reinsurance, fund management, investment fund,
Switzerland, state, country, municipality, principality, Red Cross and their
foreign language equivalents.
SUFFIXES TO DENOTE LIMITED
LIABILITY
Aktiengesellschaft - AG.
Gesellschaft mit beshränkter
Haftung - GmbH.
DISCLOSURE OF BENEFICIAL OWNER TO
AUTHORITIES
AG None, GmbH information is
available in the commercial register. Bank character references on the
beneficial owners must be provided to the local representatives/trust management
company.
SHARE CAPITAL, TAXATION,
LICENCE FEES & COMPLIANCE
AUTHORISED AND ISSUED SHARE
CAPITAL
AG: This type of limited
liability company has a minimum authorised share capital of SFr 100,000, of
which all of it has, in practice, to be issued and fully paid up. When the share
capital exceeds SFr 250,000 a capital duty of 1% is payable on the amount over
SFr 250,000.
GmbH: The minimum authorised
capital is SFr 20,000 but the company does not have shares; instead, the owners’
equity participation is registered in the Commercial Register. SFr 10,000 must
be paid up on incorporation.
CLASSES OF SHARES PERMITTED
AG: Registered shares, bearer
shares and preference shares.
GmbH: Equity participations only.
BEARER SHARES PERMITTED
AG: Yes. GmbH: No.
TAXATION
The Cantons have preserved many
of the rights they held as sovereign political bodies. Nevertheless, the
constitution delegates considerable authority to the Federal Government,
including the power to conclude treaties and alliances, to levy taxes and to
regulate foreign trade. However, each Canton has its own taxation. There are
many Cantons with favourable taxation levels and some Cantons with higher
unemployment rates or small populations (mountain regions) have particularly low
levels of taxation.
DOUBLE TAXATION AGREEMENTS
Double tax agreements exist with
Australia, Austria, Belgium, Brazil, Canada, Denmark, Egypt, Finland, France,
Germany, Great Britain, Greece, Hungary, Iceland, Indonesia, Ireland, Italy,
Japan, Malaysia, The Netherlands, New Zealand, Norway, Pakistan, Portugal,
Singapore, South Africa, South Korea, Spain, Sri Lanka, Sweden, Trinidad and
Tobago and the USA.
LICENCE FEES
Nil.
FINANCIAL STATEMENT REQUIREMENTS
Companies are required to keep
financial records. Although there is no requirement to file Financial Statements
at the Registry, they must be presented to the Shareholders and filed with the
Tax Authorities.
STRUCTURE OF
MANAGEMENT
DIRECTORS / MANAGERS
Minimum of one who must be a
Swiss citizen and resident in Switzerland. If more than one is appointed the
majority must be Swiss citizens and resident in Switzerland. Corporate directors
are not permitted.
COMPANY SECRETARY
There is no requirement under
Swiss Law for a company secretary to be appointed.
SHAREHOLDERS
AG: On incorporation the minimum
number of shareholders is three.
GmbH: On incorporation the
minimum number of founders is two.
