Steps for company incorporation in Switzerland

Company incorporation in Switzerland is a straightforward process that follows the principles of transparency and logic, making it easy for foreign investors, entrepreneurs and companies alike, to start a business in this country. The fastest way to incorporate in Switzerland is to rely on the help of a firm specialized in Swiss company formation, like Sig Fiduciaire, that’s able to handle all the legal hurdles and legislative requirements in order to set up a business venture.

Pre-incorporation steps

Before setting up any type of Swiss company it’s recommended to outline a business plan stating the purpose of the newly-formed business structure, the type of operations that will be conducted in Switzerland or in other jurisdictions, possible business partnerships and the need to hire staff from outside of the country. Following the business plan, it’s much easier to create a timeline for the procedures required for company incorporation in Switzerland.

The next step is choosing a name for the newly-formed company, taking into account that there are certain requirements regarding company names in Switzerland, depending on the type of business structure. After choosing the best suitable business structure for the company’s objective and business purpose, it’s also necessary to establish the optimum corporate structure, which includes the foreign shareholders and directors, as well as appointing a company director that is a Swiss resident.

The initial documents required for company incorporation in Switzerland are identification documents, proof of domicile and details regarding the activities of the company.

Company incorporation in Switzerland procedure

After choosing the name of the company, it’s necessary to perform a company name search with the Commercial Registry at the Cantonal Office from the desired Swiss canton for company incorporation. This procedure is mandatory to make sure that the name is not already taken or not too similar with other existing companies in the canton.

Next, the company documents are drafted and notarized by a certified notary in Switzerland. The documents must include the Articles of Association and resolutions to appoint members of the board of directors and statutory auditors. Annual audits are required by law for certain business structures and must be performed by a certified and independent auditor.

In order to deposit the minimum required share capital, a bank account must be opened with a Swiss bank. The bank issues in return a confirmation of the deposit of the minimum required paid-up capital, which varies depending on the type of business structure chosen for company incorporation in Switzerland.

Any type of company established in Switzerland will require a registered office in Switzerland.

The last step for company incorporation in Switzerland requires registration with the Swiss Commercial Registry, by filling an application and sending the documents that prove the formation of the new legal entity, including the notarized company documents and the deposit statement from the bank. After the documents are sent, the Commercial Registry issues a certificate of incorporation.

Post-incorporation procedures

Post-incorporation documentation includes the minutes of the first meeting of the shareholders, by-laws and initial share certificates.

The notarized deed of incorporation, a certified copy of the articles of incorporation, declarations of acceptance from the initial board members and auditors, the confirmation from the bank for the deposited paid-up capital and the board resolution regarding the constitution of the board of directors are all sent with the Commercial Registry.

After the incorporation process is completed, the Commercial Registry confirms the registration of the company, the registration is published in the Swiss Official Gazette and a stamp tax is paid to the Swiss tax office.

Company incorporation in Switzerland is a relatively quick and smooth process, as long as the necessary documentation is prepared under the rules and regulations provided by Swiss legislation and the minimum required share capital is deposited with a Swiss bank.