How To Set Up A Company In Switzerland

Setting upwardly a visitor in Switzerland

When setting up a company y'all may want to consider these factors:

Concern Factors
- The industry and blazon of business organisation
- Nationality of the headquarters/private(south) and
- Presence of existing trade agreements or relationships
National Linguistic communication

National Language is always important to keep in mind. Switzerland has four national languages: French, German, Italian and Romansh. French, German and Italian have the primary status as official languages. German language appears to be the most spoken of the languages, at around 74% of speakers using it.However this German tin can be considered a derivative of the original language, known as Swiss-German. Thus if you are able to speak 'regular' High german many words may exist different to the 'parent' language meaning there tin can be diverse difference in names and terminology to take into business relationship when doing business in Switzerland. Nonetheless standard High german will exist understood.

English is not a national language, and although some may suggest information technology is widely used most business organisation procedures are likely to only be available in the official languages of German language, Italian and French.
Visas

Switzerland is not an Eu-member state so the general rules of Eu immigration and visa types will not necessarily apply. However it is a member of the Schengen region, which means there is open access between Switzerland and other Schengen regions (such as Germany, France and Scandinavia). In any case, especially for not-Europeans, requirements for working and living in Switzerland will generally require a residence allow and employ for permission to work, whether as the visitor director or an employee. This should be investigated with your local embassy before establishing a business concern and/or going to Switzerland.

Your Options

Switzerland boasts high work ranks in various measures including government transparency, ceremonious liberty, and economic competitiveness, and has the highest nominal wealth per developed in the world according. In add-on to high economic functioning the Swiss are said to have the second-highest life expectancy in the world, with Zürich and Geneva ranked among the elevation cities with the highest quality of life.

It is of import to know that despite being centrally located in the centre of the EU, Switzerland is not a member of the EU and voted confronting membership in both 1992 and 2001. Nevertheless, the state cooperates with the Eu and take brought its economical practices largely into conformity with those of the EU in many means.

There are no particular restrictions on foreign endemic companies in Switzerland, and it is considered an ideal business location by many international businesses to position themselves to enter markets throughout Europe.

The main types of company set up in Switzerland used by strange companies are:

Liaison Office
Co-operative Role
Limited Liability Company (public or private).

While there are no restrictions on foreign ownership, all forms of company will crave one person residing in Switzerland. If you come from outside of the European Union, and are going to run the business organization in Switzerland or motion foreign staff there, this means that you volition need a piece of work permit (TWV).

Liaison Office

A liaison role in Switzerland does not have its own legal condition, doesn't have a distinct proper name or trade proper name or own property. If experiencing fiscal difficulties, the parent company volition be liable for the office's debts.

The liaison role is technically a representative office, and more flexible than a branch structure. However a liaison office in Switzerland is not allowed to engage in activities of a professional person nature and it is not subject to territorial economic contribution. The representative role has no legal or economic autonomy and depends on the principal company. It does not take the power to enter into contracts and its employees do not have the authority to bind the company. Nevertheless, it appears to be able to utilise staff and normal payroll services and social duties will employ to all staff excluding expatriates.

As long as information technology doesn't conclude whatsoever sale and is not straight providing service to the clients of the foreign company, information technology is non subject field to income tax. Moreover, as it doesn't make any sales and works exclusively on behalf of the foreign function, it is not subject to VAT. However, the strange company tin reclaim the VAT charged on the costs of installing and finance liaison office.

Registration Steps

1. Appoint a Representative

The beingness of the representative part basically depends on the engagement and establishment of 1 or more representatives. The representative(s) must register for personal income taxation. A work permit and residence let are, of class, also required.

If at a afterwards date the activities of the representative office change into a branch, the appropriate registration/subpoena of registration in the trade register will have to be fabricated. At the same time, the new entity must register for corporate tax, VAT etc.

Agency: N/A (arranged by your company)

Time: N/A

Price: N/A

2. Submitting of a Declaration of Existence

To constitute the liaison office a 'Declaration of Beingness' must be submitted at the center for business formalities of the sleeping room of commerce and manufacture.

Note: This procedure does non enter the representative office in the Commercial Register, as this grade tin not function as an independent company.

Agency: Center for business concern formalities of the chamber of commerce and industry.

Fourth dimension: Unknown – estimate: 7 day

Toll: Unknown – judge: no charge

Note: Estimates are based on anecdotal or suggested evidence and so information technology is recommended to enquire with Swiss or professional agents

three. Enroll employees in the Social Insurance System

After the visitor has registered with the Commercial Registry, the Cantonal Social Security Office (Ausgleichskasse) will send the employer an application for registering employees in the social insurance organisation, which includes retirement and survivors' insurance benefits (AHV), disability insurance (IV), occupational accident insurance (UVG), and retirement pension (BVG).

Bureau: Social Insurance Arrangement (federal and cantonal authorities)

Time: 1 twenty-four hour period

Price: no accuse

Branch Office

Branch Offices have a certain organizational and financial independence from the principal role: nether Swiss constabulary, a co-operative office tin can enter into contracts and execute and settle transactions in its own name, and tin sue and be sued at its place of business organization.

Legally, even so, the co-operative office is part of the foreign company. If the strange company is liquidated or falls into insolvency, the effects of such liquidation or insolvency besides extend to the Swiss branch part. Similarly the foreign company bears liability for the actions of the branch.

Although information technology may often bear about or all of the transactions commonly dealt with by the headquarters, a branch office does not hold the say-so to change or make policy or otherwise human action independently of the headquarters.

The establishment of a co-operative part must be notified to, and registered with, the competent Commercial Register. The corresponding application must be filed past one or several members of the board of directors of the foreign company authorized to human action on behalf of the strange company.

Note: the commercial registers are managed at a cantonal level. Registration needs to be made in the commercial annals of the canton in which the company has its headquarters. Potential branch offices need to be registered at the respective branch seat.

The branch office of a foreign visitor is limited in the choice of its corporate name.

The name of the branch office must indicate:

The name of the company;
The identify of the chief business office and the place of the branch office; and
An expressed designation of the co-operative office as such.

Registration Steps

1. Check Trade Name

A co-operative office must have the same visitor proper noun as its head office and may contain additional diction in its name that is valid simply for the branch office. In addition, the company name of a foreign co-operative function must include the identify of its headquarters, the place of the branch part and the explicit designation as a co-operative function.

Checking the trade name before registering is not mandatory but highly recommended.

Bureau: Central Concern Names Alphabetize (world wide web.zefix.ch)

Time: Instant

Cost: CHF 50

2. Appoint a Representative

A representative with full ability of representation who resides in Switzerland must be appointed for the co-operative office.

Agency: Organized by your visitor/lath of directors/management

Time: Northward/A

Toll: N/A

3. Register at Commercial Annals

A Branch Function tin can be registered at the competent Commercial Register. To register y'all volition need documents to prove the legal being of the strange parent company in its abode state; including

Parent company's registration document;
Parent company's manufactures of association;
The names of the parent company's directors and secretary;
Bear witness of the conclusion to establish a Swiss branch has been officially taken;
Details of the nature of the business of the co-operative needs to be indicated;
A minimum of one signatory authorized to act on behalf of the Swiss branch office;
The Swiss branch office must be given a name pursuant to Swiss standards and must indicate the name of the company as well equally the place of origin of the mother company and the co-operative;
A home accost for your company must exist before you lot create the company. If you have non all the same constitute the ideal location, you may register a company at your lawyer's or notary's address.

No eolith Share capital is needed to create a Branch office in Switzerland.

Agency: Commercial Register

Time: Mailing time: 3-5 days (limited post), or seven days (regular mail). Processing time: 5-9 days. Total time: viii-17 days

Toll: average around CHF 4,000.00

four. Open Corporate Bank Account

Existence somewhat infamous for its history of international banking and offshore bank accounts, setting up a corporate account in Switzerland today is no longer equally easy as it one time was.

Generally banks volition require the visitor to exist established in Switzerland first, and crave a local bank (UBS, CS, a cantonal bank or similar, via a notary) to provide a consignation business relationship to receive the upper-case letter deposit for the incorporation.

Depending on your circumstances the procedure may be unproblematic, or it may be complex. In some cases banks may require a minimum eolith (e.g. like paid-up capital), and in most cases will probably crave minimum monthly balances or other fees.

Agency: Commercial Banks

Fourth dimension: i 24-hour interval

Price: Depends on the bank and your situation, may be upwardly to 250 CHF (non including minimum eolith)

5. Register for VAT

While our research did not find any sources including registering for VAT equally an explicit part of the Branch Function registration process, the full general consensus is that whatever entity that is liable for revenue enhancement must register for VAT. Therefore it is presumed that a Branch Office must too register for VAT in Switzerland. However, a process exists to make up one's mind whether the visitor is field of study to this tax.

An application for VAT registration can be filed with the Federal Tax Assistants after incorporating the company with the Commercial Registry.

If you are non required to register for VAT, but later your status changes you volition be required to annals inside 30 days of this signal.

Agency: Federal Tax Administration

Time: 1 day

Cost: No charge

6. Enroll Employees in the Social Insurance Arrangement

After the company has registered with the Commercial Registry, the Cantonal Social Security Office (Ausgleichskasse) will transport the employer an awarding for registering employees in the social insurance organisation, which includes retirement and survivors' insurance benefits (AHV), inability insurance (4), occupational accident insurance (UVG), and retirement pension (BVG).

Agency: Social Insurance System (federal and cantonal regime)

Fourth dimension: i twenty-four hours

Price: no charge

Subsidiary Company

A subsidiary is a separate legal entity created nether Swiss law. It is independent from its strange parent and the foreign parent company carries no liability over the activities of the subsidiary. Information technology is typically a LLC (Express Liability Company) or a Company Limited past Shares.

Subsidiaries offer greater flexibility for time to come growth than branch offices because they tin be listed on the stock substitution and their buying or shares therein can exist transferred to a third political party.

Registration Steps

1. Check Trade Name

Check the trade proper noun considering it must indicate clearly what legal form a visitor has; that is, whether it is a single-possessor business organisation, incorporated visitor or express company. The chosen proper noun must be clearly distinguishable from existing company names. Potential business names may be reviewed for their availability in the Central Business Names Index (www.zefix.ch) provided by the Federal Commercial Registry Role.

Agency: Central Business Names Alphabetize (www.zefix.ch)

Time: Instant

Cost: CHF 50

ii. Identify Paid-up Capital letter in a Banking concern

To establish that you take enough uppercase with Swiss regime in the following steps, the capital can be 'paid-upwardly' in an escrow account with a bank. The majuscule is released by the bank upon completing the registration procedure at the Commercial Registry.

For an incorporation with a greenbacks contribution, the capital letter must exist put in escrow at an establishment subject field to the Swiss Federal Police on Banks and Savings Banks.

This process would too be a nominal time to begin arranging the commercial depository financial institution account for the shortly-to-be-established company.

Agency: Bank

Time: 1 day

Cost: Storage fee: CHF 200 – 2,000. Removal/transfer of uppercase fee: a minimum of CHF 200

iii. Notarize Manufactures of Association and Submit Declaration Forms

Similar in most countries, the articles of clan must be notarized by a notary public, to cosign the articles of association and the public act of incorporation. This is a lawyer specializing in drafting and executing deeds of incorporation and articles of association. Notwithstanding different in other countries such as Australia and the US, this is a specialized office and 'regular' lawyers cannot generally provide this service.

All signatures on the visitor registration application form have to be legalized (CHF 20 per personal or corporate signature).

In add-on to this, a Postage stamp Declaration Form (a negative declaration on investments in kind or chattels or founders' privileges is compulsory equally documentary evidence, as well every bit the "Lex Friedrich Declaration Form" (a permit for foreigners to acquire real manor). These both must be signed and handed to the Register of Commerce.

Bureau: Notarization: Swiss notary. Declaration forms: Register of Commerce

Fourth dimension: three days

Cost: CHF 20 per personal or corporate signature

Notarization: 0.1% of upper-case letter, with the minimum fee being CHF 500, or a maximum of CHF 5,000

4. Annals at Commercial Register (File Deed certifying Manufactures of Association)

The deed must be mailed to the local Commercial Annals to officially establish the company. Once received and processed, the Registry will publish the statutes and all names of shareholders in the Swiss Commercial Gazette (the declaration fee is included in the registration fee).

The previously mentioned Postage stamp Proclamation Course and Lex Friedrich Declaration Form (described in Process 1), equally well as automatic registration for income tax payment.

Entry in the Commercial Register protects the company'southward trade name and gives it a legal entity condition.

Bureau: Commercial Registry

Time: Mailing time: 3-5 days (express postal service), or seven days (regular mail). Processing time: 5-9 days. Total time: 8-17 days

Cost: CHF 600 plus 0.02% of capital exceeding CHF 200,000 (up to a maximum fee of CHF ten,000)

five. Pay Stamp Tax at Post Function or Bank After Receiving an Assessment by Mail

As not every company is subject to tax, a procedure exists to determine whether the company is field of study to the tax. An awarding for this can exist filed with the Federal Tax Administration after incorporating the company with the Commercial Registry.

If the company is assessed equally required to pay tax, you must fill out a class (which can be found on the internet?) and file it with the Federal Tax Administration, and pay the relevant corporeality due within 30 days upon registration in the Commercial Register.

Agency: Initial assessment awarding – Bank or post role. If filing – Federal Tax Assistants

Fourth dimension: Initial application: ane day. Response fourth dimension: unknown, estimate: 5-9 days

Cost: If required to file with the Federal Revenue enhancement Administration, the fee is 1% of majuscule (with the starting time CHF 1,000,000 exempt). Otherwise, no accuse

six. Register for VAT

An application for VAT registration can besides be filed with the Federal Tax Administration afterwards incorporating the visitor with the Commercial Registry. Like with tax, because not every company is subject to VAT, a procedure exists to make up one's mind whether the company is bailiwick to this revenue enhancement.

If you lot are not required to register for VAT, just later your condition changes you volition be required to annals inside 30 days of this signal.

Agency: Federal Tax Administration

Time: 1 twenty-four hours

Toll: No charge

7. Enroll employees in the Social Insurance System

Later the company has registered with the Commercial Registry, the Cantonal Social Security Function (Ausgleichskasse) will send the employer an application for registering employees in the social insurance organization, which includes retirement and survivors' insurance benefits (AHV), disability insurance (IV), occupational accident insurance (UVG), and retirement pension (BVG).

Agency: Social Insurance System (federal and cantonal government)

Time: i day

Cost: no charge

Outsourcing Employment Through a GEO Employer of Record Service

Whether to comprise in Switzerland, and what sort of entity to setup are just ii of the many choices companies must make when expanding into a new market.

If the company intends to have staff in Switzerland they must also determine whether they volition administer that employment internally or use a Global Employment Organization to handle payroll and Employer of Record responsibilities. A GEO Employer of Record solution is an attractive alternative where

the company is looking to setup an part rapidly
the visitor wants to piece of work within a defined budget
the visitor wants to limit its initial delivery in Switzerland
the company needs help with tax, employment, immigration and payroll compliance in Switzerland

The complication of employment regulations in Switzerland makes the utilise of a GEO advisable coupled with local legal counsel to ensure full compliance with employment laws, for example the drafting of local contracts for workers.

Shield GEO provides a comprehensive service in Switzerland allowing companies to deploy their staff quickly with reasonable, conspicuously stated costs and timeframes. The visitor contracts directly with Shield to use and payroll their staff on their behalf in Switzerland.

Shield GEO then becomes the Employer of Tape. Shield GEO assumes the legal responsibility for these employees, sponsoring them on piece of work permits, complying with local employment police force and running their monthly payroll. Using Shield GEO is the fastest and most toll constructive way to deploy local and foreign workers into Switzerland. Read more about outsourced employment through Shield GEO.

Conclusion

Switzerland follows a relatively standard approach to foreign concern establishment: the representative style function chosen a liaison office, which has no legal chapters and is thus useful only for preliminary preparation and research like activities (but can utilize people), the branch office which does accept legal and profit making capacity, but must be legally connected and directed closely past the principal company and finally the subsidiary company which is a company fully incorporated under Swiss law with the full range of capabilities of a local company.

Perhaps i notable finding in this format is seemingly less support for the representative blazon model, with nearly sources focusing purely on branches and subsidiaries.

Aside from that, Switzerland appears to take relatively liberal rules with no existent restrictions on foreign ownership or business operations and relatively standardized set upward processes.

Summary of Set Upward Steps

	Liaison Role	Branch Office	Company	Time	Toll (CHF)
Check Availability of Trade Name	No	recommended	recommended	Instant	50
Appoint a representative	Yes	Yep	Yes* (at least i manager must exist resident)	N/A	N/A
Declare Existence	Aye	No	No	7 days	0
Notarise Articles of Incorporation and Submit Declaration Forms	No	No	Yes	three days	520-5200
Registration in Commercial Annals (Company also: Submit Deed Certifying Articles)	No	Yes	Yes	8-thirteen days	600-10000
Deposit Paid-Up Capital	No	No	Yes	1 day	400-4200
Open Corporate Banking concern Business relationship	No	Yes	Yes	1 day	0-200
Pay Stamp Tax	No	Yes	Yes	v-10 days	i% of capital (first meg exempt)
Annals for VAT	No	Yes	Yeah	1 day
Enroll in Social Insurance Organisation	Yes	Yes	Aye	i 24-hour interval	0
TOTALS:*applications and processing times, not including internal document preparation, etc	Liaison8 daysNo price	Branch14-21 daysMin: CHF 650Max: CHF 10250	Company20-thirty daysMin: CHF 1570Max: CHF 19650

Note: In addition Co-operative and Visitor pay fees of one% of capital (the first 1000000CHF of capital is exempt, i.e. if they take less than 1000000 of capital they pay no extra fee)

APPENDIX

Business Terms

English language	French	High german/Swiss-High german	Italian
Branch Office	branche	Zweigniederlassung	ramo
Cantonal Social Security Part	Bureau de Fonds de compensation	Ausgleichskasse	Cassa di compensazione
Commercial Registrar	Registre du commerce	Handelsregister	Registro di commercio
Visitor	Société à responsabilité limitée (SARL)	Gesellschaft mit beschränkter Haftung (GmbH)	Società a responsabilità limitata (LLC)
Federal Taxation Office	Administration fédérale des contributions (AFC)	Eidgenössische Steuerverwaltung (ESTV)	Amministrazione federale delle contribuzioni (AFC)
Representative (Liaison) Office	bureau de liaison	Verbindungsbüro	ufficio di collegamento
Switzerland	la Suisse	dice Schweiz	la Svizzer