Swiss company formation – the definite guide in 4 steps

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Swiss company formation – the definite guide in 4 steps

Swiss company formation. Whether you want to set up a Swiss company from scratch or you consider to create a subsidiary in Switzerland: You ask yourself where to get started with the setting up a Swiss company.

It starts already here: What kind of company should I create in Switzerland?

This Swiss company formation guide will show you what’s what.

The two most common company types in Switzerland

First of all, we are going to look at the differences between the most commonly used company types in Switzerland, the ‘GmbH’ and the ‘AG’. The GmbH (Gesellschaft mit beschränkter Haftung) is comparable with an LLC, whereas the AG (Aktiengesellschaft) is the equivalent to a stock corporation.

To create a GmbH, you need a minimum share capital of CHF 20,000.
For an AG, the minimum share capital is CHF 100,000.
An important difference between the two company types is anonymity: Shareholders of a GmbH are published in the Swiss commercial register, whereas shareholders of an AG are not shown in the commercial register.

Once you have decided on the company type, let’s have a look at the actual process of creating a company.

Overview: Swiss company formation in 4 steps

Step-by-step list of How to set up a company in Switzerland:

  1. Prepare the articles of association (or bylaws) of the company
  2. Open a Swiss bank account and transfer the share capital
  3. Hold the incorporation meeting in front of a Swiss Notary
  4. Register the company with the commercial register

Only 4 steps? That sounds like a quick process. So how long does it take to incorporate a Swiss company? This depends on the circumstances can take between 3 and 8 weeks.

The 4 steps of Swiss company formation in detail

Step 1: Preparing the articles of association

The articles of association (also called the statues) are the foundation document of a company and govern important matters such as the amount and nominal value of shares, duties of the shareholders and the board, mode of shareholder meetings, etc. Depending on the company type, the articles of association can be simple or more complex, e.g. in case the shareholders wish to limit the transfer of shares.
At the same time, the company or the Notary prepares the deed of incorporation which the founders sign at the incorporation meeting.

Step 2: Opening a bank account

One question is repeatedly asked when it comes to opening a bank account for a Swiss company formation.

How long does it take to open a bank account in Switzerland?

In average, it takes about two weeks to open a bank account in Switzerland. In can be quicker, but depending on the case also longer. Especially, the bank’s compliance review may take considerably longer if the company is active in a regulated business, in case there are shareholders from multiple countries, or if the company’s headquarters is located in a so-called “high risk country”. In addition, in case of privately owned companies, some banks also need to see the ultimate beneficial owner (UBO) of the funds in person before they open a current account for the company.

However, it takes shorter to open a bank account for company formation purposes only. This is the bank account to which the shareholders transfer the initial capital of the company. It is called the capital deposit account (Kapitaleinzahlungskonto). Once the capital arrived in the account, the bank issues the necessary confirmation letter for the Notary meeting. To note that it is not possible to make payments out of the KEK-account. Once the compliance procedure is done, the company can ask the bank to convert the KEK-account into a current account. It is also possible to transfer the amount to an existing current account of the company.

swiss company formation
Geneva is a popular city for Swiss company establishments.

Step 3: The incorporation meeting at a Swiss Notary

Before the incorporation deed can be signed in front of a Notary, several information and documents will be required. The founders need to confirm the type, amount and par value of shares, the name of the directors and their signing rights for the new company. It is also important to know that the documents need to be in the language of the canton where the company will be incorporated.

The set of documents is slightly different if it is an individual or an incorporation creating a Swiss company.

Firstly, let’s take a look at the documents usually needed in case an entity sets up the new company:

  • Deed of incorporation
  • Articles of Association
  • Extract of commercial register of the shareholder (parent company), legalized (and sometimes with apostil)
  • A document showing the signature authorities of the shareholder, in case not shown in the extract, legalized (sometimes with apostil)
  • Bank confirmation showing that the share capital was paid-in
  • Power of attorney, in case the shareholder appoints a proxy to attend the meeting
  • In case of a contribution in kind: Confirmation of an independent auditor
  • Stampa and Lex Koller declaration
  • Passport copy of the persons attending the meeting (and of the persons signing the PoA for the company)

Secondly, following documents are required if an individual incorporates the company:

  • Deed of incorporation
  • Articles of Association
  • Passport copies of the shareholders, legalized (sometimes with apostil)
  • Power of attorney, in case the shareholder appoints a proxy to attend the meeting
  • Bank confirmation showing that the share capital was paid-in
  • In case of a contribution in kind: Confirmation of an independent auditor
  • Stampa and Lex Koller declaration
  • Passport copy of the persons attending the meeting (and of the persons signing the PoA for the company)

We recommend to start collecting the necessary documents as early as possible. Company founders tend to underestimate the time needed to prepare all the paperwork for the Notary meeting.

Step 4: Register the company with the Swiss commercial register

The Notary usually prepares three or four originals of the deed of incorporation and the articles of association. One of them is to be sent to the commercial register together with an application form to enter the company in the commercial register. The company gets its status as legal entity only after the commercial register entered the company in the register.

Depending on the canton, you may use template forms for registering a new company. Otherwise, the commercial register ask for a standard application form. Your Notary or we at Daniba are happy to provide you with such form.

Contact us now to start your Swiss company formation!

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