List (.pdf)
Territory area - 41,290 sq. km.
Population - 7,283,274 people
Languages: three official languages - German (63.7%), French (19.2%), Italian (7.9%)
Administrative structure - a federal republic of 26 cantons. (Aargau, Ausser-Rhoden, Basel-Landschaft, Basel-Stadt, Bern, Fribourg, Geneve, Glarus, Graubunden, Inner-Rhoden, Jura, Luzern, Neuchatel, Nidwalden, Obwalden, Sankt Gallen, Schaffhausen, Schwyz, Solothurn, Thurgau, Ticino, Uri, Valais, Vaud, Zug, Zurich)
Capital - Bern
The legal system is based on civil law
Currency - Swiss franc
Company law
Bundesgesetz vom 30. Marz 1911 betreffend die Erganzung des Schweizerischen
Zivilgesetzbuches
Company form
General partnership (Kollektivgesellschaft)
Limited partnership (Kommanditgesellschaft)
Joint-stock company (Aktiengesellschaft)
Limited liability company (Gesellschaft mit beschrankter Haftung)
Permitted activities
Any activity not prohibited by law
Prohibited activities
None
Registration period
3 weeks from the date all required documents are submitted.
Possibility to acquire ready-made companies
The law does not prohibit purchase of already registered companies.
Company name
It must not be identical or similar to an already registered name.
The name must end with the word “Aktiengesellschaft or Societe anonyme” or “AG”, “AS”. The words “Switzerland”, “Europe”, “International” and a number of others require additional permission from the cantonal authorities.
The name must end with the word “Aktiengesellschaft or Societe anonyme” or “AG”, “AS”. The words “Switzerland”, “Europe”, “International” and a number of others require additional permission from the cantonal authorities.
Documents required for registration
Notarised Memorandum of Association, articles of association and memorandum of association of the company (Memorandum & Articles), confirmation of payment of the authorised capital.
Registered address
Provided by the registered agent and must be located within the administrative territory of the jurisdiction. Used only for receiving postal correspondence from government authorities.
Authorised capital of the company
Share capital consists of shares contributed by the shareholders (owners) of the company to the total capital. It may be expressed in cash or property. Property may be an asset with a real market value. Intellectual property may also be contributed to the company capital provided that the rights to such property may later be transferred to third parties without restrictions. The value of property represented by real estate and contributed to the company capital must be confirmed by a licensed auditor, but may be stated at a lower value at the contributor's request.
Minimum authorised capital:
100,000 CHF (AG) - at least CHF 50,000 (or 20% of the capital if this amount is higher) must be paid by the time of registration
20 000 CHF (GmbH)
Shares
Registered shares and bearer shares with a nominal value are permitted.
If bearer shares are issued, full payment of the authorised capital is required by the time the shares are issued.
If bearer shares are issued, full payment of the authorised capital is required by the time the shares are issued.
Shareholders
Company shareholders may be legal entities or individuals resident in any country of the world. The minimum number of shareholders is two. If one person becomes the shareholder of a private company, liability for payment of debt or compensation of losses will be unlimited and will apply to all assets of the shareholder.
Directors
Company directors may be individuals or legal entities resident in any country of the world. The minimum number is one director, who has all powers except those reserved exclusively for shareholders, as defined by the memorandum, company charter and/or law.
The director must supervise the company's daily commercial activities and bears personal responsibility for filing financial and accounting reports.
Holding meetings of shareholders/directors
Shareholders (owners) meetings must be held annually in Switzerland. The legitimacy of the general shareholders meeting is confirmed by the presence at the meeting of all shareholders (owners) of the company. For joint-stock companies, a shareholders meeting must be held within the first 4 months after the end of the financial year.
Financial accounting requirements
Each company must keep current accounting records that show all transactions carried out by the company during one financial year so that the current financial position of the company can be determined. The accounting records contain continuous daily records of all funds received or sent, records of liquid assets, shareholder interests and their total amount. The records must be kept at the stated legal address and must be available to financial control authorities.
Information available on request by third parties
Names and addresses of directors, registered office, articles of association and memorandum of association of the company (Memorandum & Articles), creditor claims.
Taxation
General provisions
Switzerland has a three-level tax system:
The following types of taxes are levied at federal level:
- additional taxes on export of dividends (35%);
- federal profit tax (3.63%-9.8%);
- turnover tax.
At cantonal level the following are paid:
- cantonal profit tax (20%-35% depending on the canton);
- personal income tax;
- inheritance and gift tax;
- capital gains tax.
Communes tax income from principal activities and capital income, mainly as a percentage of cantonal rates
The following types of taxes are levied at federal level:
- additional taxes on export of dividends (35%);
- federal profit tax (3.63%-9.8%);
- turnover tax.
At cantonal level the following are paid:
- cantonal profit tax (20%-35% depending on the canton);
- personal income tax;
- inheritance and gift tax;
- capital gains tax.
Communes tax income from principal activities and capital income, mainly as a percentage of cantonal rates
Taxation of holding companies
The definition of a holding company differs among the cantons.
A holding company receives a special tax regime under federal law. Regardless of the size of the holding, cantonal and municipal taxes are not levied on income from dividends received.
A holding company receives a special tax regime under federal law. Regardless of the size of the holding, cantonal and municipal taxes are not levied on income from dividends received.
The following is paid:
- cantonal capital tax - 0.05-0.25% of the amount of paid-up capital and accumulated reserves
- federal capital tax - 0.0285% of the amount of paid-up capital and reserves
- federal profit tax - 3.63%-9.8%
- cantonal capital tax - 0.05-0.25% of the amount of paid-up capital and accumulated reserves
- federal capital tax - 0.0285% of the amount of paid-up capital and reserves
- federal profit tax - 3.63%-9.8%
Income from dividends received is exempt from federal profit tax if the holding company's investment in the shares of the managed company paying the dividends amounts to at least Sfr 2 million or 20% of the paid-up capital
Dividends paid by a holding company are subject to an additional 35% dividend tax
Double taxation agreements concluded by Switzerland with more than 40 countries reduce dividend tax to 0-15%
However, the agreements contain a number of restrictions on the use of reduced tax rates:
1) no more than 15% of income may be exported from Switzerland in the form of expenses, royalty payments and interest
2) no more than 25% of income may be paid in the form of dividends
Double taxation agreements concluded by Switzerland with more than 40 countries reduce dividend tax to 0-15%
However, the agreements contain a number of restrictions on the use of reduced tax rates:
1) no more than 15% of income may be exported from Switzerland in the form of expenses, royalty payments and interest
2) no more than 25% of income may be paid in the form of dividends
Taxation of a mixed holding company
(participating company)
A mixed holding company, in addition to “holding” activities, may also engage in trading activities and industrial production
Income from dividends received is exempt from federal profit tax if the mixed holding company's investment in the shares of the company paying the dividends amounts to at least Sfr 2 million and 20% of the paid-up authorised capital. The company is also exempt from cantonal and municipal profit tax in most cantons
Income from dividends received is exempt from federal profit tax if the mixed holding company's investment in the shares of the company paying the dividends amounts to at least Sfr 2 million and 20% of the paid-up authorised capital. The company is also exempt from cantonal and municipal profit tax in most cantons
Taxation of domiciliary companies
Domiciliary companies are registered in most cantons. Such companies may not conduct business activities or acquire real estate in Switzerland, or have an office or personnel in Switzerland
Domiciliary companies are exempt from cantonal and municipal profit tax
The company pays federal profit tax (3.63%-9.8%) and cantonal and federal capital tax
Domiciliary companies are not resident and therefore cannot apply double taxation agreements. An exception is companies registered in the canton of Fribourg, where domiciliary companies are resident and are permitted to have an office and personnel.
Domiciliary companies are exempt from cantonal and municipal profit tax
The company pays federal profit tax (3.63%-9.8%) and cantonal and federal capital tax
Domiciliary companies are not resident and therefore cannot apply double taxation agreements. An exception is companies registered in the canton of Fribourg, where domiciliary companies are resident and are permitted to have an office and personnel.
Taxation of service companies
A special type of company is registered in Switzerland and is used to service certain operations of a foreign “parent” company
Service companies pay federal profit tax and capital tax. In some cantons, service companies are granted substantial tax benefits: the cantonal profit tax rate and cantonal capital tax are reduced
Service companies pay federal profit tax and capital tax. In some cantons, service companies are granted substantial tax benefits: the cantonal profit tax rate and cantonal capital tax are reduced
Company bank accounts
The law does not restrict the company in its choice of banks or the countries where they are located, or the total number of accounts required for its own business needs. The law protects the confidentiality of information about the company's banking operations.
Double taxation avoidance agreements
Signed with 70 countries of the world.