What types of companies exist in Switzerland?
Switzerland is known for its stable economy, reliable banking system and favorable investment climate, which makes it attractive to entrepreneurs from all over the world. Swiss law provides for various forms of legal entities, allowing you to choose the most suitable operating form depending on the size of your business, capital structure, objectives and other factors. The following are the main types of companies that exist in Switzerland:
Self-employed (Einzelunternehmen)
This is the simplest and most common form of business and is suitable for small businesses. The sole proprietor is fully responsible for the obligations of his or her business, including all property. This type of business is easy to register and operate and does not require complex accounting or reporting.
Limited Liability Company (GmbH – Gesellschaft mit beschränkter Haftung)
A limited liability company is suitable for small and medium-sized enterprises. It provides limited liability to the founders, limited to the amount of their capital contribution. The minimum authorized capital required to set up a limited liability company is CHF 20,000. The company is managed by its members through a general meeting of shareholders, and operational functions are usually handled by one or more directors.
AG – Aktiengesellschaft
A AG is a limited liability company whose capital is divided into shares. It is the most suitable form for large businesses. The minimum authorized capital for setting up a AG is CHF 100,000, of which at least CHF 50,000 must be deposited at the time of registration. Shareholders are not personally liable for the debts of the company, their liability is limited to the amount of their capital contribution.
GmbH (Kommanditgesellschaft – KG)
A limited company is a company with at least two types of partners: limited partners (partners with limited liability, whose liability is limited to the amount of their capital contribution) and limited partners (who are fully liable for the debts of the company, including the entire property). This type of company is often used for family and medium-sized businesses.
Limited Liability Partnership (Kollektivgesellschaft-KG)
This is a form of partnership where two or more individuals (individuals or legal entities) come together to conduct business under a common name. All partners are jointly and severally liable for the debts of the company without limit, including their personal property. This form is suitable for small and medium-sized businesses and especially for professional activities (such as law firms or accounting firms).
Conclusion
Choosing the appropriate legal entity form in Switzerland depends on many factors, including the size of your business, management structure, financial and tax considerations. Each company type has its advantages and disadvantages and is subject to certain rules and regulations. It is important to carefully research all available options and consult with professionals if necessary to choose the form that best suits your business in Switzerland.
Table of tax rates for companies registered in Switzerland. Switzerland is known for its stable economy, high-quality infrastructure and favorable tax treatment for businesses. However, it is worth noting that tax rates can vary by canton and municipality, so the data provided here is only a rough overview of the main federal tax rates.
Tax name
| Tax rate
|
Corporate income tax (income tax) | The federal tax rate is approximately 8.5% and is applied to pre-tax profits. Taking into account state and municipal taxes, the total tax rate can vary between 12% and 24%. |
Value Added Tax (VAT) | Standard rate - 7.7%, reduced rate - 2.5% (applicable to everyday goods such as food), special rate for catering services - 3.7% |
Personal income tax | Graduated tax rates that vary by state and income. The top federal rate is about 11.5%, but typical rates can be 40% or higher, taking into account state and city taxes. |
Social security contributions | Different types of social security have different tax rates, and the total employer and employee contributions may be around 12-15% of wages. |
Dividend Tax | The tax rate is levied at the state level and can vary, averaging about 35%, which is partially refundable when you pay income tax |
Average salary in 2023 | The average salary in Switzerland is highly dependent on industry, specialization and region, but is one of the highest in the world. You should check the exact data in the current source when requesting it. |
Please note that these tax rates are approximate and may vary depending on the specific canton and municipality. Switzerland offers a complex but flexible tax system with various cantonal incentives and programs that help to attract and support businesses. The possibility of double taxation and the existence of international agreements designed to prevent double taxation also need to be taken into account. In order to more accurately plan and optimize tax liabilities, it is recommended to consult a professional tax advisor from
What types of companies exist in Switzerland?
In Switzerland, there are two main forms of business for non-residents:
The limited liability company (GmbH) is the most popular business type for small and medium-sized companies in Switzerland.
The stock corporation (AG) is the most common business model for large companies.
Limited Liability Company (GmbH) - As the name implies, those who own a GmbH only risk the capital they invest; if the company goes bankrupt, their personal assets are not affected.
The minimum authorized capital required to register a limited liability company in Switzerland is at least CHF 20,000. In addition, you need to designate partners as founders, as well as executive directors – managers with signing authority in Switzerland. At least one executive director must reside in Switzerland. To simplify the task, the founding shareholder and the executive director can legally be the same person.
The open joint stock company (AG) is the most popular model for large Swiss companies and the most common business structure for financial companies.
To register a stock corporation (AG) in Switzerland, you must have a minimum authorized capital of at least CHF 100,000. In addition, you need to have at least one person on the board of directors and shareholder – technically, both positions can be held by the same person. It is important to know that the majority of directors with signing rights must reside in Switzerland. Unlike a limited liability company, investors in a Swiss AG can remain anonymous. The authorized capital can be managed and fully utilized after the company is established.
Switzerland is one of the few jurisdictions that offers the option to deposit authorized capital in cryptocurrencies.
Documents required to open a company in Switzerland
To register a Swiss company you will need:
Furthermore, an important detail is the contribution of the company's authorized capital, for which a temporary account will be opened in Switzerland.
What is the size of the authorized capital of a Swiss company?
The size of a Swiss company's authorized capital depends on the chosen legal entity form and is determined by Swiss law. Authorized capital is the sum of money or assets provided by the founders or shareholders when the company is created, which is used to protect the interests of creditors. Let's look at the authorized capital sizes of the most common types of companies in Switzerland:
Limited Liability Company (GmbH)
Minimum authorized capital: CHF 20,000.
The founders must pay the authorized capital in full upon company registration.
The capital is divided into shares, which can only be transferred with the consent of the other founders.
Stock Corporation (AG)
Minimum authorized capital: CHF 100,000.
When registering a company, at least 50% of the authorized capital (but not less than CHF 50,000) must be deposited.
The capital is divided into shares, which can be freely sold and transferred unless the articles of association provide otherwise.
Limited Liability Company (KG) and Limited Liability Company (Kollektivgesellschaft)
Swiss law does not impose any minimum authorized capital requirements on these types of companies.
Partners are personally liable for the obligations of the firm, which may exceed the amount of their contributions.
Characteristics of authorized capital
Currency: Authorized capital must be denominated in Swiss Francs.
Function: Authorized capital not only serves to protect the interests of creditors, but also indicates the company's financial stability and seriousness of intentions.
Capital Contributions: Can be paid in cash or by depositing assets (e.g., real estate, equipment), the value of which must be accurately assessed.
Importance of choosing authorized capital size
Choosing the size of authorized capital is a strategic decision that can affect a company's image in the market, its credit rating, and its ability to attract investment. Larger equity can increase the trust of partners and financial institutions, but it also means a larger initial investment is required.
Conclusion
Share capital is an essential component of Swiss company formation and reflects its financial foundation. Depending on the chosen legal entity form, the requirements for the minimum amount of authorized capital can vary significantly. It is important to carefully determine the size of the authorized capital, taking into account both legal requirements and the strategic goals of the business.
Should Swiss companies have local directors?
Whether a company registered in Switzerland requires local directors is a key aspect in planning the company structure and management. This requirement depends on various factors, including the company's legal entity type and specific legal requirements. Let's look at the main points related to the need for local directors for Swiss companies.
General
Swiss law does not explicitly and absolutely require that every company must have local directors. However, there are situations and specific cases where the presence of Swiss resident directors becomes necessary or desirable.
Tax residency requirements
One key reason why local directors are needed is related to the tax residency of the company. In order for a company to be considered a Swiss tax resident and enjoy the benefits of the local tax system, it must actually be managed from Switzerland. In this case, the presence of directors resident in Switzerland can serve as proof that key management and economic decisions are made within the country.
Company type and management requirements
Swiss law has different requirements for management composition, depending on the form of corporate legal entity:
AG: Not all board members need to be Swiss residents, but in practice having local directors can make it easier to meet tax and legal obligations. AG): Not all board members need to be Swiss residents, but in practice having local directors can make it easier to meet tax and legal obligations.
Limited Liability Company (GmbH): There is also no legislation requirement for local directors, but for tax planning and administration purposes it may be advisable to appoint resident directors.
Practical considerations
Regardless of the legal requirements, in practice it can be a significant advantage for Swiss companies to have local directors. Local directors can facilitate interaction with local authorities, banks and other institutions, as well as better management and use of local resources and opportunities.
Conclusion
Although Swiss law does not have an absolute requirement to establish local directors for all types of companies, such a requirement may arise depending on the circumstances, such as tax planning and business operational needs. The feasibility of appointing local directors should be assessed on a case-by-case basis, taking into account all relevant factors for doing business in Switzerland, including legal, tax and practical operational aspects.
What are the state fees for setting up a company in Switzerland?
Setting up a company in Switzerland involves paying state fees, which depend on the type of legal entity the company is and the size of its authorized capital. These fees are part of the administrative costs and are used to cover the costs of registering the company with the relevant registration authorities. It is important to note that the amount of the fees may change, so it is recommended to check the latest information before setting up a company. Below is an overview of the main types of companies in Switzerland and the associated government fees.
GmbHGmbH)
The authorized capital of a GmbH must be at least 20,000 Swiss francs (CHF). The state costs for registering such a company consist of two parts: the cost of entry into the commercial register and the notary fees for the preparation of the documents. In general, the costs of registering a GmbH may vary from 600 to 1000 CHF, depending on the canton and the specifics of the services provided.
AGAG)
The minimum authorized capital of an AG is CHF 100,000. Similar to a GmbH, the state costs for registering a stock corporation include the cost of entry into the commercial register and notary fees. The total cost of registering an AG is usually in the range of CHF 1000 to 2000, depending on the canton and the specific services that may be required during the registration process.
Individual Enterprise
No authorized capital is required to register a sole proprietorship. State fees for this type of business are much lower and can vary from 0 to several hundred Swiss francs, depending on the registration requirements of different cantons. In some cases, registering a sole proprietorship may be free of charge.
Additional fees and taxes
In addition to direct government registration fees, companies may also face other costs, such as:
Notarization Fees: For the preparation of founding documents and other documents that require notarization.
Publication Fees: Some states may require payment of a fee for publishing the founding document in an official newspaper.
Advisory Services: Fees for legal, tax, or accounting advice when forming a company.
Conclusion
The national fees for setting up a company in Switzerland depend on many factors, including the type of legal entity and the country of incorporation. Although the initial fees and expenses may seem substantial, Switzerland's favorable economic environment and stability often offset these costs by providing a profitable business platform. To ensure a successful launch and further development of your company in Switzerland, it is important to plan the incorporation process carefully and take all possible costs into account.
What are the annual costs of running a company in Switzerland?
The annual costs of operating a company in Switzerland vary depending on a variety of factors including the type of legal entity the company is based on, the size and scope of its business, and the specific requirements and obligations imposed by cantonal and federal law. In this article, we will look at the main components of the annual costs of maintaining a Swiss company to give entrepreneurs an idea of the potential costs.
Management and administration expenses
Companies may be required to pay annual registration fees, which vary depending on the country the company is registered in. These fees can vary, but are usually not significant.
The fees for accounting and auditing services depend on the size of the company and the complexity of its operations. For a small company, annual costs can start from CHF 2,000, while a large company with multiple operations may spend CHF 20,000 or more.
The annual cost of legal support also varies greatly depending on the specific circumstances of the business and may range from a few thousand to tens of thousands of yuan.
Tax liability
Corporate tax in Switzerland varies depending on the canton and municipality where the company is registered, with general rates ranging between 12% and 24%. It is one of the major annual financial burdens.
If a company's turnover exceeds CHF 100,000 per year, it must register as a VAT taxpayer. The Swiss VAT rate is 7.7% for most goods and services.
Office and operating expenses
Office space rentals vary greatly depending on the location and size of the office. In larger cities, rental prices are higher.
Employee wages and social security contributions account for a large part of a company's operating expenses. Switzerland is known for its high standard of living, so wages are also high.
Other possible costs
Insurance costs, including liability and property insurance, vary widely depending on the type of business a company conducts.
Membership in professional and business associations may require annual dues.
Conclusion
The annual costs of operating a company in Switzerland depend on many variables and can vary significantly depending on the size and characteristics of the business. It is important to plan carefully and take into account all potential expenses in order to optimize operational activities and tax planning. Despite relatively high business expenses, Switzerland offers a favorable economic environment with a developed infrastructure, stability and access to European and global markets, which makes it attractive for international business.