All foreigners planning to establish a business in Switzerland must be Swiss residents or have a partner who is also supposed to be a Swiss permanent resident. After fulfilling this requirement, the next step involves registering your entity with the Commercial Registry of Switzerland.
Steps to starting your company registration in Switzerland
Before establishing a business in Switzerland, it is good to understand whether the business or product you are going to offer will be viable. Also, find out who are the competitors of your company to help you in strategizing and coming up with mechanisms to ensure you succeed.
To understand the business environment, follow the steps below.
- Research the Swiss market
Before you register your business, start by analyzing the business environment to ascertain whether the business will be viable and sustainable within the market. Look whether the business name or the company name is already registered via Switzerland Commercial Registry. Furthermore, analyze and evaluate any available information to help you in formulating the business goals before registering the business.
1. Register company name
After gathering information on the viability of the business, proceed to register the company or business name, and ensure that it is in line with the registration laws of Switzerland. Once you select the company name, forward it to the Switzerland company registry for approval.
2. Identify a business structure
A few things need to be considered in ensuring the business structure suits your business. The first essential consideration is to understand that the business idea you want to implement has the right structure. It is good to understand the different business structures so that you register the right one that will match your business.
Business structures include:
Sole proprietorship
This is operated by a small individual and only handles small scale business operations. The owner of a sole proprietorship does not share profits or losses with anyone. It is a business entity that can engage in manufacturing, trade, and commerce and do not have any legal personality.
Public Shareholding Company
This business structure is the most popular in Switzerland. It is the most popular form of business, and here the liability of every shareholder is limited to the extent of the share capital contributed by them. Also, foreign ownership can be 100% in a public shareholding company in Switzerland.
Limited liability Company
In Switzerland, Gesellschaft mitbeschränkterHaftung (GmbH) is a limited liability company registered where the existing owners have access to a limited amount of capital invested in the company only. The limited liability company has a separate legal existence from its legitimate owners.
Limited partnership
This business structure is suitable for small private business operations. In a limited partnership in Switzerland, it’s not a must to have the capital, and therefore the limited partners are assumed joint liability up to the total amount shared.
Branch office
A company registered in a foreign country can register a branch office in Switzerland but do so following the Swiss law. Registration of a branch office has to be done in the Swiss company register and its Swiss location depicted. According to Swiss law, the branch office is legally dependent from its head office and therefore do not have separate legal existence from its mother company. Furthermore, its business operations, and commercial interests must be in line with those of the parent company.
Representative office
The representative office in Switzerland is a business structure that is more flexible than a branch office. A representative office is not allowed to engage in professional activities unlike a branch office and is also subject to territorial economic contribution in Switzerland. However, a representative office can hire staff and conduct market research.
To register any of the above business structures, Swiss authorities require that one of the nominee director Switzerland be a permanent resident and in addition fulfil the following:
- Fill an application form for registration
- Prepare necessary documents such as articles of incorporation, statutes, corporate charter, etc.
- Draft articles of Association in the presence of notary public and create an escrow account to hold paid-up capital.
- Publicize official journal of the canton
- File articles of Association with Switzerland Company register and pay 1% of the stamp tax of total capital.
- Register for VAT in Switzerland
Finally, submit the documents to the Commercial Registry for approval. Once approved you are then free to register for taxation with the Federal Tax Administration.
If you are looking for professional help in establishing your business or registering your company in any part of Switzerland, you can contact The Swiss Financial Company & Trust Ltd. They offer expert advice and help take you through the registration process. Furthermore, they assist in tax consultancy, work permit application, and human resource management.