Client Login
 
 

SWITZERLAND OFFSHORE INFORMATION

There are two main types of companies, the company limited by shares-AG/SA-requires the minimum amount of CHF 100,000 of which 20% of the registered share capital but at least CHF 50,000 must be paid up before incorporation.  The partnership limited by quota-parts - GmbH/Sarl - is an association whose capital of at least CHF 20,000 of which at least 50% must be paid before incorporation is divided into quota-parts where quotaholders state how much of a share they take in the company.

ADVANTAGES

Highly respected, confidential, good for holding companies

DISADVANTAGES

Large amount of paid up capital required. Civil code, rather than Common Law legal base

CORPORATE LEGISLATION SOURCE

Swiss Code of Obligations

COMPANY STATUS

Aktiengesellschaft-AG or Societe anonyme-SA-public stock corporation / Gesellschaft mit beschrankter Haftung-GmbH or Societe a responsabilite limitee-Sarl public limited company

USUAL MINIMUM CAPITAL

AG/SA-CHF 100,000 of which at least 20% but no less than CHF 50,000 must be paid up before incorporation.  GmbH/Sarl-CHF 20,000 of which 50% must be paid up before incorporation

COMPANY NAME

Any name not already registered may be chosen.  Names such as Switzerland, International etc are subject to certain conditions.  If a proper name is used for an AG/SA the name must end in AG/SA

TIME TAKEN TO INCORPORATE

2 - 4 weeks

ARE SHELF COMPANIES AVAILABLE

No

CAPITAL DUTY

1% as of CHF 250,000

MINIMUM NUMBER OF SHAREHOLDERS

AG/SA-Three.  GmbH/Sarl-No shareholders as such as the company is not permitted to issue shares in the sense of securities.  It has a register of its quotaholders and their part of the capital; at least two quotaholders

ARE BEARER SHARES / SHARES OF NO PAR VALUE POSSIBLE?

AG / SA - Yes, provided they are held by a custodian such as Fiduciary Trust Limited / No   

GmbH / Sarl / Srl  -  No / No

DIRECTORS: MINIMUM NUMBER / CORPORATE DIRECTORS ALLOWED / LOCATION

AG/SA-One / No / At least one director must be a Swiss resident and the majority of board members must be Swiss nationals residing in Switzerland.  GmbH/Sarl-One / No / At least one director must be a Swiss resident

SECRETARY: MANDATORY / CORPORATE SECRETARY ALLOWED / LOCATION

No / No / Anywhere in Switzerland

IS THERE A REQUIREMENT FOR A REGISTERED OFFICE / REGISTERED AGENT

Yes / Individual directors (AG/SA) respectively associates (GmbH/Sarl) in principle represent the company

IS THERE A REQUIREMENT BY THE AUTHORITIES PRIOR TO INCORPORATION OR PRIOR TO TAX STATUS BEING GRANTED

Confirmation of paid in capital. 

Declaration from the Directors that the company's capital has not been paid for by a contribution in kind

INFORMATION AVAILABLE ON PUBLIC FILE

Registered Office / Share Capital details / Directors /  Auditors / Articles of Association

DOCUMENTS TO BE KEPT AT REGISTERED OFFICE

None need be kept there

CORPORATE BOOKS AND SEAL

Not in common law sense

ACCOUNTS REQUIRED / FILED

Yes / Only in connection with tax return

ANNUAL RETURN REQUIRED

Yes

WHERE ARE MEETINGS TO BE HELD

No restriction

ANNUAL FEES PAYABLE TO THE GOVERNMENT: TAX / ANNUAL RETURN FILING FEE

Federal taxes of around 10%, cantonel taxes vary with cantons and in function of company's activity (15 - 32%)

ARE THERE ANY EXCHANGE CONTROLS

No

DOUBLE TAX TREATIES

Many including Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Great Britain, Greece, Hungary, Ireland, Italy, Japan, Luxembourg, Netherlands, Norway, Portugal, Russia, Singapore, South Africa, Spain, Sweden and the USA