瑞士公司注册-初禾源咨询

GLOBAL REGISTRATION

Switzerland

Advantages of Registering a Company in Switzerland

1. Strategically located with bilateral trade agreements signed with the EU, serving as a key European trade hub

2. A highly open and internationalized market

3. Highly developed industries including banking, insurance, oil trading, finance and pharmaceuticals

4. Favourable tax incentives and flexible tax systems, with a minimum tax rate of 12%

5. Stable political, economic and trading landscape that delivers a sound business environment

6. Facilitate cross-border business operations and enhance enterprises’ international reputation

REQUIREMENTS

COMPANY TYPE

MATERIALS

Serial

Name

Details

Company Name

The selected company name must not duplicate any existing registered corporate names. For AG entities incorporating a family surname, the designation for a stock corporation shall be appended. The name of a GmbH must include the designation for a limited liability company.

Shareholders and Directors

AG (Stock Corporation / Aktiengesellschaft) A minimum of three shareholders is required, and at least one member of the Board of Directors must be a Swiss resident. GmbH (Limited Liability Company / Gesellschaft mit beschränkter Haftung) It requires a minimum of one shareholder with no nationality restrictions, plus one managing director who must be a Swiss resident.

Registered Capital

AG (Stock Corporation): The minimum share capital is CHF 100,000, of which CHF 50,000 must be fully paid up. GmbH (Limited Liability Company): The share capital shall exceed CHF 20,000.

Registered Address

The company’s registered address must be located within Switzerland, which can be provided by our agency. In addition, a permanent physical office premise is required.

Serial

Name

Details

Private Limited Liability Company(GmbH)

A Swiss limited liability company (GmbH) shall have at least one shareholder, with a minimum share capital of CHF 20,000 which must be fully paid up prior to incorporation. The liability of members is limited to the amount of their capital contributions. The governance structure of a Swiss GmbH consists of the general meeting of shareholders and one or more directors, among whom at least one must be a Swiss resident.

Public Stock Corporation(AG)

A stock corporation (AG) shall be incorporated by a minimum of three shareholders who fully pay up the minimum share capital of CHF 100,000. The liability of shareholders of an AG is limited to their respective capital contributions to the company. Its management structure comprises the General Meeting of Shareholders and the Board of Directors, and the Board is appointed in accordance with the resolutions of the General Meeting. Investors should note that at least one member of the Board of Directors must be a Swiss resident and a shareholder of the entity.

Serial

Name

Details

Individual Shareholder

1. Scanned copies of the first page of passports of shareholders & directors of the Swiss company;

2. English-translated proof of address for shareholders & directors of the Swiss company: utility bills or bank statements, which must state the shareholder's full name and address and be issued within the past one month;

3. Power of Attorney. This document will be provided by our company. It authorizes our Swiss lawyers to complete company registration on your behalf.

Corporate Shareholder

1. Scanned copies of the first page of the legal representative’s passport of the holding company;

2. English-translated proof of address of the legal representative of the holding company: utility bills or bank statements bearing the legal representative’s full name and address, issued within the past one month;

3. Scanned copies of the first page of passports for all shareholders holding more than 25% shares in the holding company;

4. English-translated proof of address for all shareholders holding more than 25% shares in the holding company: utility bills or bank statements bearing the shareholders’ full names and addresses, issued within the past one month;

5. English translation version of the business license of the holding company;

6. English translation version of the articles of association of the holding company;

7. Power of Attorney. This document will be provided by our firm, through which you entrust our Swiss lawyers to complete company registration procedures for you.

Notes

All the above documents shall be notarized in English and subject to dual authentication by the Chinese Ministry of Foreign Affairs and the Swiss Consulate. If the shareholder and director of the Swiss company are the same individual, only one set of documents is required.

REGISTRATION PROCESS

1

Prepare registration documents

The client shall provide the aforementioned documents required for Swiss company registration (English translations are acceptable for the time being. Notarization and dual authentication shall be processed together with the Power of Attorney after the initial review of the application is approved).
2

Submit the registration application

Our firm will submit the above documents together with the company registration application to the Swiss Commercial Register Office (processing time: one working day).
3

Initial review

The Swiss Commercial Register Office accepts the company registration application and issues documents for opening the capital verification account to our firm upon passing the initial review (5 to 7 working days).
4

Notarization and Authentication of Power of Attorney and Documents

Swiss lawyers draft the Power of Attorney and send it to our company via email (1 working day);

The client may either complete the notarization and dual authentication of all required Swiss company registration documents and the Power of Attorney personally or entrust our company to handle such procedures (normally 2 to 4 working weeks);

Once authentication of all documents is finished, send the original documents to our Swiss office by international courier (normally 5 working days for delivery);
5

Open a temporary capital verification account

Upon receipt of the mailed documents, our firm will open a bank account in the name of the client’s Swiss company on their behalf (1 to 2 working weeks).
6

Bank capital verification

The client transfers the registered capital to the company's capital verification account in proportion to their shareholdings (international remittance normally takes three working days);

After the registered capital is credited, the Swiss bank issues a capital verification certificate (1 to 3 working days)
7

Official Approval

Our firm submits the capital verification certificate to the Swiss Commercial Register Office (1 working day);

After receiving the certificate, the Swiss Commercial Register Office approves the establishment of the company and issues the certificate of incorporation to our firm (5 working days).
8

Apply for tax identification number

Our firm applies for the company VAT identification number on the client’s behalf (1 to 3 working days);

Our firm forwards the Swiss company certificate of incorporation, company registered address proof, articles of association and VAT certificate to the client (1 working day).
9

Open the official corporate bank account

After the company is incorporated, the certificate of incorporation shall be submitted to the bank to convert the capital verification account into an official corporate bank account (1 to 3 working days).