Business structures in Switzerland for entrepeneurs
If you want to start a business in Switzerland, the first step is choosing which Swiss business structure (or registered company) best suits your business activity.
Before starting a business in Switzerland, you should assess the types of companies available, as they require varying legal fees and amounts of paperwork.
Single-owner company or sole proprietorship
These tend to refer to businesses run by one individual, who must be a Swiss resident. This is the most common type of company after the standard corporation or 'joint-stock' company; it is most suitable for sole owners of a business or other professionals who work for themselves, such as freelancers, small businesses and individual entrepreneurs.
There is unlimited liability and the individual’s name must appear in the business name (such as 'John Smith Consultancy' or 'Smith IT services'). Registration with the Chamber of Commerce is mandatory if annual sales exceed CHF 100,000. Freelance workers and contractors often work in Switzerland for only part of the year and should look into taxation rules.
A general partnership is an association of people operating a commercial business; it is similar to sole proprietorship but with more than one person involved. This category is used when two or more people jointly operate a company. No limited capital is required, all partners must be Swiss residents and the company must have a Swiss address. The name of one of the partners must appear in the business name of the company (such as 'Smith and Co'). All partners have unlimited liability and registration with the Chamber of Commerce and Commercial Registry is mandatory. The general partnership is not an incorporated enterprise and therefore has no legal entity, although it may prosecute and be prosecuted under the firm’s name. Once the partnership has been registered, full accounts with profit and loss statements need to be kept.
A much less common version of the General partnership. In this type of company, general partners have unlimited liability while limited partners may be liable up to an agreed amount. Registration with the Chamber of Commerce is mandatory.
Corporation/Joint-stock company (AG/SA)
The most common form taken by businesses; the corporation is considered an independent legal entity. At least three original shareholders are required to form a corporation. Liability is limited to the value of the company's assets and the minimum amount of shareholders' equity is CHF 100,000, of which CHF 50,000 must be fully paid for. The company must comply with formal incorporation procedures for which it must pay fees for taxes and legal advice. Processing the registration generally takes between two and four weeks, after which the company is a legally recognised entity. In each case, the majority of the board must be composed of Swiss or European citizens resident in Switzerland. The board members can be personally liable for the payment of Swiss taxes and social security. It is compulsory to appoint an auditor.
Limited liability company (GmbH/Sàrl)
Another legal entity; this type of company requires a minimum shareholders' equity of CHF 20,000, of which CHF 10,000 must be fully paid for. At least one managing director must be a Swiss resident, though not necessarily a Swiss or European citizen, and the company must have at least two original shareholders who may be non-Swiss nationals. The founders are allowed to perform the duties of governing bodies. This type of company is cheaper to start than a limited company, but requires a more difficult process to transfer shares.
A legally independent company affiliated to a foreign entity; a subsidiary tends to operate more as a 'Swiss' than a 'branch' company. It can take the form of a corporation or a limited liability company.
A branch is a legally dependent but financially independent wing of a head office that operates outside of its home country. In this type of company, the foreign parent company is liable and the branch is taxed in Switzerland as a Swiss company. One Swiss resident with legal authority is required; the lawyer can be a non-Swiss national.
All businesses must maintain proper books of account and retain accounting records and associated documents for ten years.
Switzerland offers attractive grants and incentive packages at both federal and cantonal level. Cantons may grant tax incentives to new ventures and these are available to both national and foreign businesses.
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