Switzerland continues to top the list of the most desirable jurisdictions for international business. With its robust legal system, low taxes, and a strategic position in the heart of Europe, Switzerland is a hub for innovation, finance, and multinational operations.
In this article we will explore the essentials of Switzerland company formation, particularly the two most common business structures: the GmbH (Gesellschaft mit beschränkter Haftung) and the AG (Aktiengesellschaft).
Why is Switzerland a good choice for company formation?
Switzerland offers a secure and business-friendly environment for entrepreneurs and investors alike. Its political neutrality, well-developed infrastructure, and reputation for confidentiality make it ideal for company formation. Business owners appreciate the stable currency, competitive corporate tax rates, and ease of access to EU markets despite Switzerland not being an EU member. Moreover, the country’s support for innovation and tech-focused startups has made it a magnet for high-value business ventures.
Company formation in Switzerland is a transparent and efficient process. The legal framework emphasizes predictability and investor protection, further increasing the jurisdiction’s appeal. Whether you’re launching a startup, expanding your international operations, or establishing a holding structure, Switzerland offers unparalleled advantages for company registration and growth.
Types of business entities in Switzerland
Two primary legal forms dominate the landscape of company formation in Switzerland: GmbH and AG. Each structure serves different business needs and scales.
- GmbH: Limited Liability Company
The GmbH is the most popular form for small and medium-sized enterprises (SMEs) in Switzerland. It requires a minimum share capital of CHF 20,000, fully paid at the time of registration. A GmbH must have at least one shareholder and one Swiss-resident director. The shareholders can be individuals or legal entities from any country.
This business structure is ideal for entrepreneurs seeking limited liability and a straightforward setup. The liability of shareholders is limited to their contribution to the share capital. A Swiss address is mandatory for company registration. Accounting and annual financial statements must be maintained and filed, ensuring ongoing compliance with local regulations.
- AG: Joint Stock Company
The AG is more suitable for larger business operations, including those looking to raise capital or go public. The minimum share capital is CHF 100,000, with at least CHF 50,000 required before incorporation. At least one Swiss-resident director is mandatory, and shares can be freely transferred.
Company formation as an AG offers increased flexibility and anonymity for shareholders, as their details are not necessarily disclosed in the commercial register. This makes it an attractive option for investors and holding companies. Like the GmbH, the AG must maintain a Swiss address and comply with accounting and tax reporting obligations.
Step-by-Step company formation process in Switzerland
- Preliminary Planning: Assess the appropriate structure for your business. Choose between GmbH and AG based on capital, ownership, and operational goals.
- Name Reservation: Verify and reserve your company name with the Swiss Commercial Register.
- Capital Deposit: Open a temporary bank account to deposit the required share capital. The bank issues confirmation once the funds are received.
- Draft Corporate Documents: Prepare Articles of Association and other incorporation documents.
- Public Notary Submission: The incorporation documents must be notarized by a public notary.
- Registration: Submit the notarized documents to the Swiss Trade Register.
- Receive Certificate: Upon approval, receive the Certificate of Incorporation.
- Tax and VAT Registration: Register for VAT if annual turnover exceeds CHF 100,000. All companies must register with tax authorities.
This streamlined company registration process allows business founders to set up operations in Switzerland efficiently, often within two to four weeks.
Taxation in Switzerland
Switzerland’s tax regime is one of the key reasons why company formation here is so appealing. Taxes are levied at three levels: federal, cantonal, and municipal. The federal corporate income tax rate is 8.5%. Depending on the canton, the effective total rate (including all levels) ranges between 11.5% and 21%.
Companies engaged in business activities in Switzerland are also subject to value-added tax (VAT), with a standard rate of 8.1%. Reduced rates apply to certain goods and services, such as food and literature. Businesses with revenue exceeding CHF 100,000 must register for VAT.
Ongoing compliance for swiss companies
After company formation, businesses must adhere to several compliance obligations:
- Maintain accounting records;
- File annual financial statements;
- Submit tax returns;
- Register and report for VAT;
- Disclose Ultimate Beneficial Owners (UBOs) where applicable.
Both GmbH and AG structures have clearly defined regulatory expectations. Engaging local legal and accounting professionals ensures full compliance and avoids penalties.
Key advantages of Switzerland company formation
- Political and Economic Stability: Encourages long-term planning and secure investments
- Attractive Tax Environment: Federal and cantonal tax incentives
- Prestigious Business Reputation: Enhances global credibility
- Strategic Location: Easy access to EU and global markets
- Flexible Legal Structures: GmbH and AG offer tailored solutions for all sizes of business
Foreign investors and Switzerland company formation
Foreign individuals and entities face no restrictions on owning shares in a Swiss GmbH or AG. However, at least one director must be a Swiss resident. For smooth company registration, non-residents often appoint a local fiduciary or legal representative.
Foreign investors are drawn to Switzerland for its reliable legal environment, strong intellectual property protections, and transparent company formation process. These factors create a favorable climate for both startups and multinational corporations.
As conclusion
Switzerland is a top-tier destination for company formation. Here, your business benefits from a stable, tax-friendly, and innovation-driven environment. The country’s efficient registration process, legal transparency, and supportive infrastructure make it an exceptional jurisdiction for launching or expanding operations.
If you’re considering company formation in Switzerland, Manimama Law Firm is your trusted partner. We provide comprehensive legal support, from preliminary planning to post-incorporation compliance. With deep expertise in Swiss regulations and international business law, we ensure that your business formation journey is smooth, timely, and fully compliant.
Our contacts
If you want to become our client or partner, feel free to contact us at support@manimama.eu.
Or use our telegram @manimama_sales and we will respond to your inquiry.
We also invite you to visit our website: https://manimama.eu/.
Join our Telegram to receive news in a convenient way: Manimama Legal Channel.
Manimama Law Firm provides a gateway for the companies operating as the virtual asset wallet and exchange providers allowing to enter to the markets legally. We are ready to offer an appropriate support in obtaining a license with lower founding and operating costs. We offer KYC/AML launch, support in risk assessment, legal services, legal opinions, advice on general data protection provisions, contracts and all necessary legal and business tools to start business of virtual asset service provider.
The content of this article is intended to provide a general guide to the subject matter, not to be considered as a legal consultation.