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 |
