Procedure of company registration

Limited Liability Company (GmbH / Sarl)Stock Corporation (AG / SA)
  • Primarily used by small businesses because of the lower costs of registration and capital requirements.
  • At least 2 shareholders and CHF 20,000 initial capital is required.
  • A local Swiss Director is required.
  • Utilised for medium to large sized companies
  • 3 founders required with a minimum share capital of CHF 100,000 with half of this amount requiring to be paid-up.
  • A local Swiss Director is required

Summary of requirements for company registration in Switzerland.

General Information
Type of Company Limited Liability Company (GmbH) / Sarl) Stock Corporation (AG / SA)
Timescale to incorporate Approx. 2 – 3 weeks Approx. 10 working days
Double Tax Treaty Access: Switzerland has Double Taxation Treaties with over 80 countries, more than 30 of which are based on the OECD model.
Directors
Minimum No. Required 1 – Corporate Directors not permitted. A local director is required. If more than 1 director is appointed the majority must be Swiss Citizens and resident in Switzerland. 1 – Corporate Directors not permitted.
Local Director Required Yes Yes
Publicly accessible information Yes Yes
Location of Meetings Local Local
Shareholders
Minimum No. Required 2 – a GmbH does not have shares, just private equity therefore 2 ‘members’ are required.  
Publicly accessible information Yes Yes
Location of Meetings Local Local
Company Secretary
Required No No
Local Secretary Required N/A N/A
Registered Office Required Yes in the Canton of Registration.  
Share Capital
Standard Currency CHF (Swiss Franc) CHF (Swiss Franc)
Standard Authorised Share Capital CHF 20,000 – no shares but the owners’ equity participation is registered in the Commercial Register. CHF 100,000
Minimum Paid Up Capital Minimum of 20% of the nominal capital or 20,000 CHF (whichever is higher). Minimum of 20% of the nominal capital or 50,000 CHF (whichever is higher). The share capital is transferred to a blocked account at a Swiss bank until the company is incorporated.
Accounting & Compliance
Requirements to prepare Accounts Yes Yes
Requirement to File Accounts No. Although there is no requirement to file Accounts they must be presented to the Shareholders and filed with the Tax Authorities. No. Although there is no requirement to file Accounts they must be presented to the Shareholders and filed with the Tax Authorities.
Requirement for Audit There are 3 options:
  1. Ordinary Audit
  2. Limited Audit
  3. No Audit

Ordinary Audit:

An Ordinary Audit required if the company exceeds two of the following amounts in two consecutive years:

  • A balance sheet total of CHF 10 million
  • A turnover of CHF 20 million
  • An average of 50 full time employees per year

Also an Ordinary Audit is required if consolidated accounts are required.

Limited Audit:

  • For companies which fall between the Ordinary Audit and no audit threshold.

No Audit Required:

  • Less than 10 employees
  • All shareholders formally agreeing to opt out.
Local Auditor Required If audit is required then it is required to be carried out by a Local Auditor.
Tax Return Yes Yes
Additional Information
Bank Account Opening Bank Accounts can be opened in a number of Swiss Banks without presence.

Take the next step, we are here to help.

Register a Switzerland (GmbH/Sarl) company.
Open a Switzerland (GmbH/Sarl) bank account.

  Resources:

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