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Switzerland is one of the most attractive business locations for company formation because it has a business-friendly legislation and taxation system and a well-developed infrastructure to support business activities from various industries. Therefore, those interested in setting up a company in Switzerland should be aware about the necessary steps required and the incorporation procedure.
Start with a good idea
A good business idea is the best foundation for any type of start-up. The idea may be innovative, offering a product or service that is not available on the market, or it can further develop existing products and services in profitable industries.
Choosing the legal structure for a company in Switzerland
Choosing the most suitable legal structure for a company is Switzerland depends on various factors, such as the required minimum capital, the number of founders, the company’s liability (private company or share capital company) and the public perception. For example, in Switzerland, a corporation (AG) is considered to be more prestigious and has more credibility than a limited liability company (GmbH).
In Switzerland it is also possible to incorporate company branches, holding companies, mixed companies partnerships or sole proprietorships.
Drafting the documentation for a company in Switzerland
The legal procedures for the company setup will start with the drafting of the company’s documents. It is necessary to draft the articles of association of the company, to establish the governing bodies of the company (if required) and to register the company into the Swiss Commercial Registry. The documents must be notarized according to the Swiss legislation.
In addition, in most cases it is required to have a registered office in Switzerland and to provide contact information for the company’s founders, shareholders and directors. The creation of the documents is a rather quick process, because it takes between 7 to 14 days.
Depositing the share capital
To incorporate a company in Switzerland, it is mandatory to deposit the minimum required share capital with a Swiss bank upon registering the newly-formed company. The bank must issue a letter of deposit for the deposited share capital in case of GmbHs and AGs.
Opening a Swiss bank account is not difficult even in the case of foreign citizens or legal entities. In some cases, it is possible to appoint a legal representative that will be able to handle the necessary requirements to open a bank account with a Swiss bank and deposit the share capital.
Notarization of the company’s documents
As mentioned above, after the documentation is drafted for the company in Switzerland, it must be authenticated and certified through a notary (in the case of Swiss corporations). After the documents are notarized, they must be sent to the commercial register.
Registering a company in Switzerland with the Commercial Registry
After the company’s documents are notarized, they must be sent to the commercial register in order to create a register entry for the company. The documents must comply with the requirements of the cantonal commercial register (requirements may vary from one canton to another). The commercial register will issue an excerpt with the information that is entered into the register, to avoid any type of errors or inaccuracies that might occur during the process.
When the commercial registry entry is concluded, the deposited share capital is at the disposal of the company’s founders and the deposit bank account becomes a business account for the newly-formed company in Switzerland.