Located in the heart of Europe, Switzerland is one of the leading business locations in the world. Its success is mainly due to high productivity combined with high quality products and services, an investor and business friendly government in a country with modest taxation. Currency and price stability, a first rate infrastructure, efficient capital markets and a highly professional international banking system, excellent education, as well as political stability further contribute to Switzerland‘s attractiveness. Switzerland offers an advantageous, multilingual environment for establishing a business or the European headquarters of a group of companies.
Swiss corporate law is characterized by a relatively low level of regulation. There are several options when it comes to selecting the most suitable form of organization for a business. Swiss corporate law offers a variety of legal forms, both in the form of a legal (and separately taxable) entity or in the form of a partnership. Among the corporations, the limited liability company (Gesellschaft mit beschränkter Haftung, GmbH, [LLC]) and the stock corporation (Aktiengesellschaft, AG [Ltd.]) are very widely used. The registration procedure for a legal entity usually takes around one week from the date of filing.
To set up a stock corporation, a minimum share capital of CHF 100’000 is required, with at least 20%(and in any case not less than CHF 50‘000) paid up.At least one authorized and registered signatory must be resident in Switzerland. A stock corporation can issue different types of shares, including preferred shares, voting shares or shares without voting rights.
To set up a limited liability company, a minimum capital of CHF 20’000 is required. At least one authorized and registered signatory has to be resident in Switzerland. Due to the smaller amount of registered capital, the limited liability company is a practical alternative to the stock corporation, in particular for small to mediumsized companies. Asdifference to the stock corporation, each member of the company must be registered in the commercial register.
A Swiss branch office of a foreign company is aimed to provide a registered Swiss business address. However, the branch office is not considered an independent Swiss entity, i.e., the foreign parent bears the financial responsibility. The foreign parent company, the branch itself as well as at least one authorized signatory (who must be a Swiss resident) need to be entered into the commercial register.
The general accounting regulations are brief. The annual report of a stock corporation or a limited liability company must contain the financial statement (balance sheet and profit and loss statement), the business report and consolidated financial statements to the extent required by law. Publicly listed companies and large to mediumsized companies must have their accounts audited by an independent certified auditor. Small companies may have their accounts audited in a limited form or may choose to opt out of the obligation to audit, provided that they have not more than ten fulltime employees. The financial statements may be prepared according to internationally accepted standards such as for example US-GAAP, IFRS or FER.