How to start a business in Switzerland

24.04.17
6 minute read

Switzerland’s political and economical stability, central European location, and liberal legal system have made it an extremely favorable country to start a business in.

The Swiss currency is stable and strong, and a high standard of living have attracted top talent from around the world.

If you’re thinking of starting a business in Switzerland, there is a clear path forward. This guide will walk you through everything you need to know to start your Swiss entrepreneurship journey.

What types of entities exist in Switzerland?

There are exactly seven different types of corporate entities existing in Switzerland. The right type for you depends on the size, needs and function of your specific business, as well as your residency status.

Single-owner company or sole proprietorship

If you’re a small company or you work for yourself as a freelancer or entrepreneur, this entity may be the best option for you.

A single-owner company or sole proprietorship often refers to a company or business run by a single person. In order to register this company in Switzerland, the individual must be a Swiss resident.

The company name must include the business owner’s name (for example: “Brad Smith Consultants” or “Smith Consultants” are acceptable names, “Swiss Consultants” is not) and if your annual revenue exceeds CHF 100,000 the business must be registered with the Chamber of Commerce.

General partnership

The difference between a general partnership and a sole proprietorship is that a general partnership is used when two or more people jointly run and operate a business.

In order to register a general partnership in Switzerland, all partners must have Swiss residency and the company must have a Swiss address.

Just like in a single-owner company, at least one of the partner’s names must appear in the name of the company. In the case of a general partnership, however, the business has to be registered with the Chamber of Commerce and Commercial Registry regardless of annual revenue.

Limited partnership

A limited partnership is similar to a general partnership, but it’s way less common. The difference between a limited partnership and a general partnership is that in a limited partnership, at least one partner has unlimited liability while others may be liable only for a specified amount of money. A limited partnership still has to be registered with the Chamber of Commerce.

Corporation/Joint-stock company (AG/SA)

If you’re not an independent contractor, this is the most common form a business takes.

A corporation is the first company type we’ve discussed so far that represents its own legal entity.

In order to register in Switzerland at least one director or member of the board must have Swiss residency, and this person must have sole signatory rights (meaning the Swiss resident must be able to sign on behalf of the company).

Because a corporation is an independent legal entity, it's subject to liability. The liability is dependent on the value of the company’s assets which, at a minimum, must be no less than CHF 100,000 (50,000 of which must be fully paid for in order to successfully register).

Limited liability company

A limited liability company tends to be cheaper and faster to establish, however, the shareholder’s names must be listed in public domain.

Similarly to a corporation, this type of entity requires at least one director or member of the board to have Swiss residency and sole signatory rights, as well as a minimum shareholders equity of CHF 20,000 (10,000 of which must be fully paid for in order to register successfully).

Subsidiary

A subsidiary can take the form of a corporation or limited liability company, but is affiliated with a foreign company. For example, a US-registered company may open a subsidiary in Switzerland. Subsidiaries function (for tax purposes) as Swiss companies rather than a “branch” of an existing company.

All the requirements for a corporation or limited liability company apply to opening a subsidiary.

Branch

A branch is a lot like a subsidiary, however, a branch must be associated with a Swiss company. Branches are financially independent but legally dependent on their national parent companies.  

How do you register?

In order to register any type of business in Switzerland, you’ll need to be a Swiss resident. The good news is that all it takes to be eligible for residency is spending 90 days in the country (even for EU/EFTA citizens).

For the remainder of this guide, we’ll focus on the steps to creating an LLC (limited liability corporation), as they’re the most common type of foreign-owned Swiss business.

According to the World Bank’s Doing Business project, there are six steps to registering your business in Switzerland.

  1. Place the paid-in capital in an escrow account with a Swiss bank

This step is, essentially, setting up a bank account for your company. Switzerland needs to confirm that you have money to start a business before granting registration. The only cost to you is the fee a bank charges for transferring money from an escrow account to a business account. The minimum fee for this kind of transfer is CHF 200 but can cost as much as CHF 2,000.

Usually this transfer will take place after successfully completing the registration procedures at the Commercial Registry, and it typically takes about a day.

  1.  Draft registration paperwork in the presence of a notary

In order to register, the first thing you’ll need to do is submit an application, which then has to be certified by a Public Notary.

The application consists of articles of association (this document will outline responsibilities of the company’s directors, the kind of business to be undertaken and other specifics), signatures of the managing board, Stamp Declaration Form, Lex Friedrich Declaration Form and public deed of incorporation.

The articles of association and public deed of incorporation have to be notarized and authenticated by the Public Notary. Once you have everything in hand, all you have to do is file with the Office of the Commercial Register. The process usually takes around three days.

  1. File the completed application with the local commercial register in order to obtain a legal entity

Your notarized and authenticated documents must be mailed to the Office of the Commercial Register, alongside a fee for incorporation. The size of this fee will vary based on how much capital your company has. This takes 3-7 days, depending on the speed of the mail service you’ve selected (regular mail can take up to a week), plus 5-9 days for the government to review and approve your application.

  1. Register for VAT

Once your application has been approved by the commercial registry you’ll need to register for the VAT for taxation purposes. All Swiss companies are required to file annual financial statements.

  1. Enroll employees in the national social insurance programs

After completing registration, the Cantonal Social Security office (Ausgleichskasse) will send the paperwork for registering employees in the national social insurance system. This system includes retirement and survivors’ insurance benefits, disability insurance, occupational accident insurance and retirement pension.

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All set!

Once your registration process is complete, you’re officially a Swiss entrepreneur! If you have more questions, your local Swiss Chamber of Commerce’s website should be able to help. Here are some links for Americans, Brits, Canadians, and Australians.

For more information about the registration process once in Switzerland, check out the Commercial Register.

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Good luck!

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