Setting up in Switzerland
The Swiss SA Company, also called AG, PLC or Société Anonyme, is one of the most reliable and higly regarded type of company.
However, as you must know, such companies are also particularly complicated to set up without an outstanding network of professionals, know-how and expertise.
Switzerland is widely known for its steady economy low tax regime and stable political status. For these reasons and more, many international corporations choose to open a Swiss corporate branch.
There are several ways of incorporating in Switzerland of which the common are a Limited Liability Corporation (GMBH) or a Joint Stock Corporation (AG). In this article we will provide practical information on the procedures of incorporating in these forms.
1. Name – A GMBH can choose any name it so desires as long that it is according to the law and does not hurt ones Intellectual property, after the name the combination GMBH must appear.
2. Address – When one wishes to open a GMBH he will need an address in Switzerland this can be obtained by other renting an office space or as commonly used using someone else’s address (this is done normally by law firms or accountants firms or even management firms).
3. Bank account – After achieving the address one must open a bank account for the corporation this is being done in two steps, the first one will be a “Capital Payment Account” which will be temporary for normally 3 months and will hold the minimum capital one requires by law in order to establish the corporation. As of today (2010) the minimum capital which is required for a GMBH is 20,000 CHF (Swiss francs).
4. Articles of association/Notary – As in most countries a corporation need to have articles of association and directors. The language of the articles has to be in one of Switzerland’s official languages (German, French, and Italian). The minimum demand for Directors in a GMBH is one. The director must have a Swiss residency and hold a Permit B or higher. Once have been made the articles need to be sent to the local Canton notary for approval he then will arrange a meeting with the directors and share holders and once he decides that all is in good form he will then issue the articles to the Swiss registrar.
5. The Registrar – After the meeting with the notary and assuming that the documentation were in order, the documents will be sent to the registrar for final check up and entering into the registry.
6. Bank Account – After receiving the authorization from the registrar that the company is set up, one must go back to the bank and re-open his account this time from a “Capital Payment Account” to a normal Corporate Account.
The way of incorporating an AG corporation is exactly the same as incorporating a GMBH with a minor detail of the capital needed to pay on incorporating which for the time of writing the article (2010) is 100,000 CHF (Swiss francs).
• When forming a corporation in Switzerland one must take under consideration the costs as well such as Notary Fees, Attorney Fees, Registrar Fees and other payments.
The main difference between the two corporations is not only in the amount one must pay as initial capital but in the liability of the share holders. In a GMBH corporation (which often is used for small –medium size company’s), any person that holds a share is responsible jointly and severally for the debts of the corporation, but only to the extent that the registered capital has not been actually paid in. This is not the case for the AG Corporation which its shareholders are liable only to what has been written in the articles of incorporation and they are not personally liable for the debts of the corporation.
We always have Switzerland Shell companies in stock and can assist you to open a corporate bank account.
Timelines: In most cases the complete set up process will take 3-4 weeks, although our service providers are very efficient and we are confident that we could have the filing completed within 2-3 weeks.
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