Any foreign businessman can register a company in Switzerland or buy a ready-made company. However, he has no right to be its director if he does not have Swiss residency.
Forms of Swiss companies and the size of the authorized capital
The most popular organizational and legal forms of Swiss companies are AG (JSC) and GmbH (analog of LLC).
The founders of the joint-stock company AG (Aktiengesellschaft), as well as the limited liability company GmbH (Gesellschaft mit beschränkter Haftung), are only liable within the scope of their shares (interests) in the authorized capital of the Swiss company.
The registration of an AG (AG) – a joint-stock company most popular here. The advantages are the anonymity of the shareholders, in contrast to the GmbH, and the simplified procedure for the change of ownership and transfer of assets. The data does not appear in the open database and constituent documents.
The size of the authorized capital of Swiss companies:
- for a GmbH (LLC) company, the minimum authorized capital is 20,000 (twenty thousand) Swiss francs (CHF);
- for a joint-stock company AG (JSC) – 100,000 (one hundred thousand) Swiss francs (CHF).
Procedure for registering a company in Switzerland
After the initial consultation, the client provides our lawyers with the following information:
- a list of shareholders, copies of passports for them with an indication of the place of registration, as well as information about whether or not they are married;
- the ratio of shares between shareholders;
- the desired company name (two options);
- areas of commercial activity (list those areas that need to be included in the commercial register);
- the desired canton for company registration desired city.
The further procedure for registering a company in Switzerland or buying a ready-made Swiss company is to ensure all legal and organizational formalities following local legislation:
- preparation of constituent documents and introduction of commercial activities through a notary;
- registration in the commercial register of Switzerland;
- selection of a Swiss manager (nominee) and conducting it according to documents;
- selection of a tax advisor and accountant (required by Swiss law);
- registration at a legal address in Switzerland and options for using the address (real, postal);
- coordination of all events with shareholders, holding meetings and negotiations with all interested parties;
- opening an account in a Swiss bank for the company and agreeing on options for accessing the account for the beneficiary and the manager;
- payment of expenses: to the notary, the former owner of the company, to the commercial register, state. fees to the manager for the legal address.
How to buy a ready-made company in Switzerland, in a European tax offshore?
A ready-made company in Switzerland will allow you to conduct commercial activities immediately after purchasing it without paying the authorized capital.
A ready-made company in Switzerland enjoys a higher prestige, has a good reputation with the tax authorities. Customers and suppliers have more confidence in the company, which was incorporated several years ago.
The choice of ready-made joint-stock companies (AG) is larger, their structure is more flexible than that of GmbH, and at the same time, it is possible to maintain complete confidentiality for the new owner. The joint-stock company provides anonymity for the beneficiaries, as well as a simplified procedure for transferring assets and changing owners.
You can buy a ready-made Swiss company AG (JSC) with already paid-up authorized capital of 100 thousand Swiss francs in any canton of Switzerland. Use immediately. In this case, you will no longer have to pay for the authorized capital.
It will take about 3 days for a Swiss notary to prepare the changes, then your founder arrives, signs documents in the presence of a notary, and visits the bank to open an account and authorize access to the account of certain persons. Bank account opening is charged separately.
The whole procedure, financial, tax, and organizational issues, negotiations, and translation, accompanied by our legal advisor.
Procedure for buying a shelf company in Switzerland
After the client chooses a ready-made company from the available ones and books it in advance, the procedure for re-registering the company for a new owner begins.
To begin with, the client needs the following information:
Then you need to agree with the new shareholder at the time of the visit to Switzerland (for 1 day) to transfer the company and re-register the company’s bank account.
Banking officers in Switzerland need to provide information on your company, which will send in German (Zug, Zurich) or French (Geneva), based on your answers.
- For what services the firm receives money, under what contracts, what amounts, per month, year, in what currency, from which countries.
- Beneficiary information.
After you should settle everything, the main beneficiary flies to Switzerland and accepts his shares (physically printed), and also receives powers from the bank, meets his manager and tax advisor, and takes over ownership.
