How to Set Up a GmbH Company in Switzerland

The Requirements

  • 20,000 CHF
  • Minimum of one shareholder
  • At least one executive director has to have their domicile in Switzerland
  • Foreigners can own 100% of the shares
  • Free name for the company+ GmbH
  • One natural or legal person at least
  • No boards of director mandatory but a managing director who has full responsibility

List of the Documents Required:

  • Company name
  • Passport color scan copy of directors and shareholders
  • Proof of residence not older than 3 months
  • Bank reference letter or 3-months bank statement
  • Nature of business
  • Business plan
  • Details of the owner of the company (names, address, etc.)
  • The activities that will be developed under the LLC
  • A draft copy of the articles of association

The Steps:

  • Create an escrow account with the paid-up capital so the government can confirm you have enough money to start the company before the registration.
  • Draft registration paperwork in front of the notary. After opening the bank account, you have to submit the application of the registration which then has to be certified by the public notary. The application has to include articles of associations, signature of the managing board, stamp declaration form, lex Fredrich declaration form, and public deed of incorporation.
  • File the completed application form with the local commercial register in order to become a legal entity. The notarized documents must be mailed to the Office of the Commercial Register with a fee of incorporation. The size of this fee depends on the capital of the company. This step takes around 15 days. A pay Stamp tax has to be paid of 1% of the capital with first CHF1 million exempt.
  • Register for VAT. Once the application has been approved, you need to register for the Value Added Tax for taxation purposes. All Swiss companies are required to file annual financial statements.
  • Enroll your employees in the national social insurance program. Once the registration is complete, the Cantonal Social Security Office will send you the paper to register your employees in the national social insurance system.

Legal Advisors:

The price of solicitors in Swiss can range from 350 – 850 CHF per hour. The services proposed by the lawyer are incorporation and domiciliation of the company, Management and corporate governance, Shareholder agreements, Restructuring (mergers and acquisitions, joint ventures, transfer of assets), Legal due diligence, corporate finance (credit facilities, structured finance), Tax and estate planning (Croce associes).

The company can also engage a jurist to perform this task. The average salary of a jurist in Switzerland is 43.37 CHF per hour.

Inactive Company:

In the case of an inactive GmbH, there are two options possible.

The first option is in the case in which the asset of the company falls below 50% of the capital. In that case, the company must be reported for liquidation. If there is no use of the GmbH anymore, then the entrepreneur can ask for a voluntary liquidation.

Another option is to declare the company dormant. A dormant company is a company that is not doing any business and does not have any other income such as investment. The advantages of this form of company are multiples. First of all, the tax requirements are relaxed for a dormant company (such as unaudited balance sheet). Moreover, you can reactivate your company in the future and do not have to go through the process of closing a company. Finally, it allows the name of your company to keep its reputation as it prevents new companies from forming with the same name.

Setting Up a Company as a Foreigner:

The Swiss constitution allows anyone (including foreigners) to run a business in Swiss, to form a company or to have financial interest in one. However, it depends on the foreigner’s situation:

  • A holder of a valid permit C (which is a settlement permit for third country nationals) or the spouse of a C permit holder can legally establish their business as well as people from the European Union who have the right to personal freedom of movement and the right of free residence in Switzerland.
  • For the other foreigners that have to submit an application to the respective cantonal authorities’ sin which they wish to establish their company.

Apart from the basic requirements of the company, it must have a “lasting positive effect or influence on the Swiss labor market”. These criteria can be evaluated if the new company contributes to the industry-specific diversification of the regional economic, creates jobs for the local staff, makes investments, and generates new orders for the Swiss economy.

In order to evaluate these indicators, the entrepreneurs need to have a very clear business idea before they even move to Switzerland.

Requirements to Establish a Swiss Company as a Foreigners:

  • First, the foreigners need to have a convincing business idea in order to get a successful evaluation process.
  • Existing organizational relationship with other company is a requirement as well.
  • The application must include a foundation charter and/or Commercial Register entry.
  • At least one of the company’s representatives must be resident in Switzerland and act as a director (residence and not citizenship, as the matter is only to hold an individual responsible under Swiss law if something goes wrong).

If the application is accepted by the cantonal authorities, then the entrepreneur is granted at least a short-term residence permit for third-country nationals (the L permit: valid for up to one year and renewed for 12 months in exception cases) or a resident permit (B: valid up to one year and can be renewed unless there is a reason against). Once all of those special steps are done, the foreigner can follow the normal procedure to set up a GmbH as mentioned above.