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Legislation on Company Incorporation Switzerland

Switzerland Key Points

  • Directors – Only a single resident director is needed
  • Time – Just 3 weeks to commence your company
  • Shareholders – there have to be 2 shareholders of any nationality, you should hire two shareholders. If needed you can provide with nominee shareholders.
  • Share Capital – the requirement of share capital is CHF 20,000
  • Corporate Document Language – In some of the districts German, Italian, or French.
  • Support – We assist you all through in each and every step of the formation of using our valuable experience and AbroadBiz will also guide you with a step-by-step process to open your corporate bank.

To begin incorporation of your Swiss Limited Company we will require the following:

  • Information of the shareholders marital status, as well as spouses names
  • The citizenship and address of each director of the company, their birth date, and complete name
  • Name of your organization
  • Shareholders address and full name

Documents you are required to provide:

  • Plan of business
  • Residential address proof (credit/debit card bank statement dated within the last 3 months or gas/electricity bill)
  • CV
  • Identity proof (photographic driving license, national identity card, and passport).

Registered Office Requirement

The company should have a registered office where documents may be officially served to every GmbH/Swiss Sàrl; this should be a real address in Switzerland. However, as a part of our Standard Incorporation Package, we offer a registered office.

Directors Requirement

In Switzerland, at least one director should be a citizen and there are no restrictions on citizenship, and just one director is required; to bind the organization the resident director should have solitary signatory control. A registered director has to be filed, however, this is not accessible for the public check. For purposes of tax, all Swiss citizen has to reveal their interest in the organization.

Shareholders Requirement

An organization in Switzerland requires at least two shareholders to commence, however, there are no constraints on the citizenship or residency of the shareholders. Registers of Shareholder have to be stored, although these are not available for civic inspection.

Share Capital Requirement

  • Simultaneously while commencing, the least share principal is CHF twenty thousand (£13,300) and this has to be completely paid, however, once the organization is registered this fund is free to be used and the certificate is to be seen by the notary.
  • The formal share cost is CHF hundred each.
    We can offer you with nominee shareholders if necessary; you have to employ two shareholders.

Annual Audit and Financial Requirement

In Switzerland, it is necessary to prepare accounts; however about auditor’s appointing it is possible and if in case, organizations chose not to audit, then it should apply for ¨ opting out. Besides, in Switzerland, it is compulsory to file accounts and yearly return.

Company Registration Procedure

  1. Provide the organization name and address
  2. An appeal that the Federal Commercial Registry Office find out that your organization name is exclusive
  3. Availability of name should be confirmed
  4. Submit an application at the Commercial Register office in the region of Appenzell Ausserrhoden or Zug Zurich, specifying the reach of your company
  5. Employ shareholders and we can give you with aspirant shareholders
  6. Draft Association of Articles to be drafted
  7. At Swiss bank open a capital deposit account
  8. CHF twenty thousand is the least share capital
  9. Board of Directors to be elected
  10. EU nationals or Swiss nationals, who are citizens of Switzerland should cover a greater part of the board and directors
  11. One of the directors should hold Swiss residency but can be of any citizenship.

 

Swiss Confidentiality

Complete preliminary particulars of the company must be produced to the Commercial Register, and this will consist of particulars regarding the directors and shareholders of the company to be incorporated.

The details of the transfer of shares of the company are not displayed in a public record:

  • Beneficiaries details of the organization required to be revealed to banks which holds the account of the company
  • The interest of the organization administrators in the company’s shares should be revealed to the auditors, only if the company decides to choose audit
  • Any resident of Swiss will have to reveal their interest in the organization for the district tax returns
  • Through a notary in Swiss, any sale or purchase of shares done via a notarial deed, whilst not public, will be maintained in the notary set of rules records. Generally, any authority will only be permitted to view notarial records, if there is a case of criminal activity.

Articles of Association and Public Deed

Here is the following information included:

  • Name and address of the company
  • Share capital
  • Purpose of the company
  • The nominal amount of shares, contributions, kinds, and number
  • Calling of a meeting of shareholders
  • Shareholders voting rights

Directors’ Acceptance Letters In the initial formation meeting, if in case there are members of the Board who were absent then their original letters of acceptance including their positions should be handed over as part of the application. Also, a bank confirmation of the capital deposit should be submitted.

Lex-Friedrich Declaration Also, this declaration should be submitted, if the organization is comprised of Board Directors or founders who are actually not of Swiss origin.

Domicile Acceptance Statement This statement authenticates the address you are making use of as the address of the company if your organization has not so far set up offices.

Stampa Declaration The declaration substantiates that every contribution mentioned in the document of the formation meeting are comprehensive and perfect, as well as it corresponds to the entireness of the contributions.

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