Incorporation + Compliance

Company Incorporation in Switzerland

Effortlessly incorporate and manage your company in Switzerland with Vepapu—offering all-in-one services from registration to compliance, banking, and visa support.

Company Incorporation in Switzerland
Cayman Islands Company Formation
Why Switzerland?

Switzerland as Your Business Destination

Unlock Growth Opportunities in an Emerging Market

Reputation

Reputation

The country has a strong financial reputation worldwide.

Efficient

Efficient

Simplified compliance requirements and regulatory processes.

Demography

Demography

A large qualified population provides a dynamic workforce.

No Residency

No Residency

Allows for foreign shareholding up to 100% in the company.

All-in-one Package

Company Incorporation Package

Everything You Need for Seamless Company Formation

COMPANY REGISTRATION

Online Company Incorporation

Experience seamless company formation from anywhere with Vepapu. Our digital incorporation services ensure you can register your company online without the need to travel or submit paperwork in person.

We guide you through each step of the process, ensuring compliance with local regulations and providing support for any incorporation-related queries.

Online Company Incorporation
Local Office & Nominees
LOCAL ESSENTIALS

Local Office & Nominees

Meet the local requirements online with Vepapu. Having a local registered office address is mandatory for your company's registration and we will help you meet this requirement. We will receive, scan, and email you if any mail is received from the authorities at your address.

You can also build a physical presence in the country by opting for our nominee director services, who will act as your company's director while you retain total control over your company.

ACCESS BANKING

Bank Account Opening

You can capitalise on our strong banking relationships with traditional banks as well as digital-first banking providers.

You would need to physically visit the bank's location if you opt for a traditional brick-and-mortar bank, while modern digital banking providers welcome you with an online onboarding process.

Bank Account Opening
Work and Investor Visas
VISA SPONSORSHIP

Work and Investor Visas

Leverage Vepapu’s expertise to navigate the visa application process for your business needs. Whether you require work visas for your team or investor visas to secure your investment rights, we facilitate the entire process.

Our services include comprehensive guidance on meeting eligibility criteria, preparing necessary documentation, and submitting applications efficiently to minimize wait times and complications.

Entity Structure

Multiple Company Types

Limited Liability Company (GmbH)

A flexible business structure with limited liability, requiring at least one shareholder and CHF 20,000 in share capital.

Subsidiary

An independent Swiss company owned by a foreign parent company, operating under Swiss law.

Branch Office

An extension of a foreign company in Switzerland, not legally independent and fully liable to the parent company.

Representative Office

A non-commercial office in Switzerland used for market research or promotional activities by a foreign company.

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Flexible and secure payment options worldwide
Docs & Info

Documents Required

Mandatory documents and information required for your company formation

Individuals

If you are an individual:

Proof of Identity:

Included

A certified true copy (scanned version) of the passport (valid for at least 6 months)

Included

A comprehensive Curriculum Vitae (C.V.), Resumé, or Linkedin profile.

Proof of Address:

Included

One of the scanned copies of a bank reference, bank statement, Utility bill, or Driver license.

It should clearly show the holder's full name along with a physical address written in English (P.O. Box addresses are not accepted).

It must be the most recent version and dated within the last 3 months.

Organization

If you are an organisation:

Company Documents:

Please provide us with certified true copy (scanned version) of the following company documents:

Included

Certificate of Incorporation

Included

Memorandum and Articles of Association / Constitution

Included

Register of Director

Included

Register of Shareholder / UBO

Included

Extract of the company’s details from the Registrar of Companies, which can include any of the following: Business Profile / Certificate of Incumbency / Certificate of Good standing (valid for within 6 months if any).

Company Members:

All members of the corporation, including Directors, Shareholders, Ultimate Beneficial Owners (UBOs), and Contact persons, must provide identity and address proofs as mentioned above.

PROCESS

Incorporate in 5 Easy Steps

From Paperwork to Approval: Making Company Formation Fast and Straightforward

Step 1

Tell us your requirements

Click here and fill out the short form to let us know your requirements.

Afterwards, our team will get in touch with you to guide you through the process.

Step 2

Documents and due-diligence

Begin the company incorporation process by sharing the requested documents, as listed here. This enables us to begin the mandatory KYC and due diligence procedures to comply with local and international laws.

During the process of due diligence, our team might request additional information, documents, or clarification as needed.

If you ever feel lost while organising the documents, please contact us, as your dedicated manager from Vepapu will guide you through it.

Step 3

Application and follow-up

Our team will now have the required information and documentation in hand to proceed with completing the required paperwork involved in incorporating your company.

We will complete one or multiple application forms as required and coordinate with the registry to submit them for their official approval.

We will do timely follow-ups with the registry and actively work with them if they require any further clarification or documentation before their approval.

Step 4

Other registrations, if required

If there are any other registrations with different government departments that are generally required before commencement of any business, required for your specific business industry, or that you have chosen voluntarily, we will promptly complete them.

Step 5

Ongoing compliance

As Vepapu strongly believes that company incorporation is just the first step in any business journey, we will accompany you throughout your business's life cycle by keeping it in good standing with local rules and regulations.

We will take care of monthly, quarterly, bi-annual, or annual reports and return filings with the authorities. We will timely inform you of the upcoming compliance deadlines, such as conducting an annual general meeting, for your prompt action.

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What are the business entity types available in Switzerland?

Limited Liability Company (GmbH) (Gesellschaft mit beschränkter Haftung)

A Limited Liability Company (GmbH) in Switzerland is a popular business structure for small and medium-sized enterprises. It requires a minimum of two shareholders, with the shareholders' liability limited to their capital contributions. The minimum share capital for establishing a GmbH is CHF 20,000. This entity is favored for its flexibility and the limited personal risk it offers to its shareholders.

Joint Stock Company (Aktiengesellschaft, AG)

A Joint Stock Company (AG) in Switzerland is typically used for larger businesses, especially those seeking to go public or attract significant investment. It requires a minimum of CHF 100,000 in initial capital, with at least CHF 50,000 fully paid in at the time of incorporation. The shareholders' liability is limited to their investment in the company. AGs must have a board of directors, with at least one member being a Swiss or EU/EEA resident. This structure is widely respected and suitable for businesses that plan to engage in substantial commercial activities.

Public Shareholding Company

A Public Shareholding Company in Switzerland is akin to a Joint Stock Company but is specifically designed for entities that intend to have their shares publicly traded. It requires a significant minimum capital of CHF 100,000,000, emphasizing its role in large-scale operations and corporate participation. This type of entity is chosen by businesses aiming for extensive growth and public investment, offering a transparent and regulated structure for shareholders.

Subsidiary

A subsidiary in Switzerland is an independent legal entity that operates under Swiss law but is controlled by a foreign parent company. It can be structured as either a GmbH or an AG, depending on the business's needs. The subsidiary enjoys the benefits of being a Swiss entity, such as favorable taxation and a stable legal environment, while the parent company retains control over its operations. This structure is ideal for foreign businesses looking to establish a strong local presence in Switzerland.

Branch Office

A branch office in Switzerland is an extension of a foreign parent company that operates under Swiss law. Unlike a subsidiary, a branch office is not a separate legal entity, meaning the foreign parent company is fully liable for its operations. It is a suitable option for businesses looking to expand their activities in Switzerland without the need for full incorporation. The branch must comply with Swiss regulations but benefits from the operational support and reputation of the parent company.

Representative Office

A Representative Office in Switzerland is a non-commercial entity set up to handle activities like market research, promotion, or liaison on behalf of a foreign parent company. It cannot engage in direct business operations or generate revenue in Switzerland. This structure is typically used by companies looking to explore the Swiss market or coordinate activities without committing to full-scale operations.

Sole Proprietorship

A Sole Proprietorship in Switzerland is a business owned and operated by a single individual. The owner has full control over the business but also bears unlimited personal liability for its debts and obligations. The business must be registered if the annual revenue exceeds CHF 100,000, and the owner must be a Swiss resident. Sole proprietorships are simple to set up and manage, making them ideal for small, low-risk ventures.

General Partnership

A General Partnership in Switzerland involves two or more partners who jointly manage the business and share unlimited personal liability for its debts. All partners must be Swiss residents, and the partnership must be registered with the Chamber of Commerce. This structure is often used for professional services firms where partners wish to share responsibility and decision-making equally.

Limited Partnership

A Limited Partnership in Switzerland is similar to a General Partnership but with a distinction between general and limited partners. General partners manage the business and have unlimited liability, while limited partners contribute capital and have liability only up to their investment. This structure provides flexibility in raising capital while allowing some partners to limit their risk.

Can foreigners incorporate a company in Switzerland?

Yes, foreigners can incorporate a company in Switzerland, and the country offers a business-friendly environment that encourages foreign investment through clear rules and regulations. Foreigners can own 100% of a Swiss company, and there are no restrictions on foreign shareholding in most business structures, including the Limited Liability Company (GmbH) and Joint Stock Company (AG). A foreign national can fully own and operate a GmbH or AG, with the requirement that at least one member of the board of directors or the managing director must be a resident of Switzerland or a country within the European Union (EU) or European Economic Area (EEA). This requirement ensures that the company has local representation, which is essential for compliance with Swiss law. Switzerland’s political stability, robust legal system, and favorable tax regime make it an attractive destination for foreign investors.

Switzerland has been proactive in reforming its Foreign Direct Investment (FDI) policies to further encourage foreign investments. The Swiss government has streamlined the process for company incorporation, reducing bureaucratic hurdles and making it easier for foreign entrepreneurs to establish businesses. There are no restrictions on the repatriation of profits, and foreign investors benefit from Switzerland’s extensive network of double taxation treaties. Additionally, Switzerland offers various incentives for foreign companies, such as tax holidays and grants, in certain cantons, particularly in sectors like technology and innovation.

What is the structure of an LLC (GmbH) in Switzerland?

Directors

  • Minimum Number: A GmbH in Switzerland requires at least one director.
  • Nominee Directors: Nominee directors are permitted, but they must comply with the legal requirements regarding residency.
  • Corporate Directors: Corporate directors are not allowed; the director(s) must be an individual(s).
  • Nationality: At least one director must be a resident of Switzerland or a member of the European Union (EU) or European Economic Area (EEA). This ensures local representation and compliance with Swiss law.

Shareholders

  • Minimum Number: A minimum of one shareholder is required to form a GmbH.
  • Nominee Shareholders: Nominee shareholders are allowed, providing flexibility for foreign investors who may wish to maintain confidentiality.
  • Corporate Shareholders: Corporate entities can act as shareholders in a GmbH, offering the possibility for other companies to hold shares.
  • Nationality: There are no restrictions on the nationality of shareholders, meaning foreigners can fully own and control a GmbH in Switzerland.

Secretary

A company secretary is not a mandatory requirement for a GmbH in Switzerland. However, companies often appoint one for administrative purposes, particularly to handle corporate filings and compliance matters.

Share Capital

The minimum share capital required to establish a GmbH is CHF 20,000. This capital must be fully paid up before the company can be registered. Share capital can be contributed in cash or in kind (assets). The value of contributions in kind must be independently appraised.

Office Space

A GmbH must have a registered office in Switzerland. This office serves as the official address of the company for legal and tax purposes. The registered office must be a physical location, not just a virtual office. The office space can be rented, and it must be within the canton where the company is registered.

Documents required for a company formation in Switzerland

To incorporate a company in Switzerland, you need to prepare and submit various documents. These documents are essential to comply with Swiss regulations and ensure your business operates legally. The documents will be used in KYC due diligence procedures, application preparation, and document submission to the authorities.

Proposed Company Details:

  1. Proposed company names.
  2. Business Activities: Detailed description of the company’s purposes and objectives.
  3. Share Details: Number of shares, share classes (if any), rights attached, and nominal value.
  4. Power of Attorney: Signed by each shareholder for submission.
  5. Proof of a registered address in Switzerland
  6. Stamp a Declaration Form
  7. Lex Friedrich Declaration Form

Personal Documents for Directors, Shareholders, and Promoters:

  1. Copy of colored passport with at least 18 months of validity.
  2. National identity card
  3. Proof of a foreign residential address.
  4. Resume and contact information.

Corporate Documents for Corporate Shareholders:

  1. Certificate of Incorporation.
  2. Memorandum & Articles of Association/Constitution and Amendments.
  3. Certificate of Incumbency.
  4. Proof of the registered address.
  5. Board of Directors structure and corporate chart.
  6. Corporate representative details and board resolution.

Additional Requirements:

  1. Written confirmation that directors, shareholders, and other key individuals are not Politically Exposed Persons (PEPs).
  2. Principal place of business address.
  3. Source and origin of funds used in the business.
  4. Expected location of the company’s customers and suppliers.
  5. Information on the beneficial owner, if different from the named shareholder.

How do I incorporate a company in Switzerland?

Step 1 - Business Name Registration

Once you have selected a business structure, the next step is to choose a unique name for your company. It’s advisable to come up with at least three potential names to ensure that one will be available for registration. The chosen name must not conflict with existing company names and must comply with Swiss naming conventions. After selecting the name, you can reserve and register it with the Swiss Commercial Register to secure your company’s identity.

Step 2 - Create a Bank Account

Before moving forward with the incorporation, you need to open a corporate bank account in Switzerland. This account will be used to deposit the minimum share capital required for your chosen business structure. For instance, a GmbH requires a minimum capital of CHF 20,000, while an AG requires at least CHF 50,000. The deposited capital must be verified by the bank, and a certificate of deposit will be issued, which is necessary for the incorporation process.

Step 3 - Prepare the Incorporation Documents

With the business name registered and the bank account set up, the next step is to prepare the incorporation documents. This includes drafting the Articles of Association and the public deed of incorporation, which outline the company’s structure, purpose, and governance. These documents must then be signed in the presence of a Swiss notary, who will authenticate them, making them legally binding.

Step 4 - Fill Out the Business Forms

After the notarial signing, you must complete several important declarations required by Swiss law. These include the Stampa Declaration Form, which confirms that the company is not in breach of any legal provisions, and the Lex Friedrich Declaration Form, which relates to the acquisition of real estate by foreign nationals. These forms are essential for compliance with Swiss regulations and must be submitted as part of the incorporation process.

Step 5 - Register the Business

The final step in the incorporation process is to officially register your company with the Swiss Trade Register. You will need to submit all the prepared documents, including the Articles of Association, the public deed of incorporation, the bank deposit certificate, and the completed declaration forms. Once the Trade Register approves your submission, your company will be legally recognized, and you will receive a commercial registration number, allowing you to begin operations.

Compliance requirements post-incorporation

After incorporating a company in Switzerland, there are several ongoing compliance requirements that businesses must fulfill to remain in good standing with Swiss authorities. These requirements ensure that the company operates within the legal framework and maintains transparency in its operations.

1. Annual General Meeting (AGM)

Every Swiss company is required to hold an Annual General Meeting (AGM) of its shareholders. The AGM must be held within six months after the end of the company’s financial year. During this meeting, shareholders discuss and approve the company’s financial statements, decide on the distribution of profits, appoint auditors (if applicable), and make other key decisions regarding the company’s management and operations.

2. Financial Reporting and Auditing

Swiss companies must prepare and submit annual financial statements, including a balance sheet, income statement, and notes to the accounts. These financial statements must be prepared in accordance with the Swiss Code of Obligations and any relevant accounting standards. Depending on the size of the company, an audit may be required. Small companies may be exempt from a full audit but may still require a limited review. Larger companies and those listed on a stock exchange must undergo a full audit by an independent, certified auditor.

3. Corporate Taxes

Swiss companies are subject to federal, cantonal, and communal taxes. After incorporation, the company must register for corporate taxes and regularly file tax returns. Corporate income tax is levied on the company’s profits at rates that vary depending on the canton. Companies are also required to pay withholding taxes on dividends and interest payments, and VAT (if applicable) on the sale of goods and services. It's important to stay updated on tax filings and payments to avoid penalties.

4. Social Security Contributions

If the company employs staff, it must register with the Swiss social security system and make regular contributions. This includes contributions to old-age and survivors’ insurance (AHV), disability insurance (IV), unemployment insurance (ALV), and occupational pension schemes. Both employers and employees contribute to these funds, with the employer responsible for deducting the employee’s portion from their salary and paying it to the authorities.

5. Commercial Register Updates

Any changes in the company’s structure, such as changes in directors, shareholders, share capital, or registered office, must be promptly reported to the Commercial Register. Failure to update these details can lead to penalties and legal complications. The company must also ensure that its records with the Commercial Register remain accurate and up-to-date.

6. Compliance with Swiss Labour Laws

Companies operating in Switzerland must comply with Swiss labor laws, which cover areas such as employment contracts, working hours, minimum wage, employee benefits, and termination of employment. Employers must ensure that their practices align with these laws to avoid disputes and potential legal action.

7. Data Protection Compliance

Switzerland has strict data protection laws that companies must adhere to, particularly if they handle personal data. Companies must implement measures to protect personal data, ensure data processing is lawful, and provide transparency in how data is used. Non-compliance with data protection regulations can result in significant fines.

VAT and tax considerations for companies in Switzerland

Value Added Tax (VAT)

In Switzerland, businesses generating over CHF 100,000 in worldwide turnover must register for VAT. The standard VAT rate is 7.7%, with reduced rates of 2.5% for essential goods like food and 3.7% for accommodation services. Some services, such as healthcare and education, are exempt. VAT returns are generally filed quarterly, allowing businesses to reclaim VAT paid on expenses by offsetting it against VAT collected from customers. This system helps manage tax liabilities efficiently while ensuring compliance.

Corporate Income Tax

Switzerland’s corporate income tax is levied at both the federal and cantonal levels, resulting in an effective tax rate ranging from 11.9% to 21.6%. The federal rate is 8.5% on net profits, while cantonal and communal rates vary. Companies can deduct business expenses and may benefit from the participation exemption, reducing tax on dividends and capital gains from qualifying shareholdings. This structure makes Switzerland attractive for businesses seeking a competitive tax environment.

Other Tax Considerations

Swiss companies may also face capital taxes, which vary by canton but are generally low. A 35% withholding tax applies to dividends, though this can often be reduced under double taxation treaties. Interest payments are usually exempt from withholding tax, and royalties paid to non-residents are typically tax-free. Switzerland offers tax incentives, including reduced rates for innovative sectors and a patent box regime for intellectual property income. Accurate record-keeping and compliance with tax filing requirements are essential, as Swiss authorities may conduct audits, especially for larger businesses.

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