Company set up
Whether you want to establish a commercial company in Switzerland, a sole proprietorship, joint stock corporations, partnerships, a limited liability company or a stock corporation - you must consider several things in order to ensure dealings with the local Commercial Register Office go smoothly.
Company formation in Switzerland falls mainly under the Order on Commercial Register and the Swiss Code of Obligations which is part of the Civil Code in Switzerland. While the Swiss Civil Code is mainly based on the French Napoleonic Code, the Swiss Obligations Code finds its origins in the German BGB. As a result of the confederal nature of the Swiss state, each canton has its own local public administration and its own Commercial Register Office. For registration, companies need to address the office situated in the same canton as the company’s domicile.
New company names must be unique, and a bank account needs to be opened for future transactions with the minimum required capital. Articles of association need to be drafted before, and certified by a public notary. It is also mandatory to fill in the Stampa Declaration Form, a negative declaration on investments and the Lex Friedrich Declaration Form- as direct and indirect acquisition of real estate by foreigners is subject to restrictions in Switzerland.
Swiss legal requirements are rather flexible when it comes to limited liability and stock companies, although there are restrictions surrounding international organisations, corporate bodies, the residences of directors, the holding of meetings of the Board of Directors and of the shareholders.
It is a legal requirement to obtain a license whenever a company intends to develop activities in banking, insurance, fund management, private assets management or collective investment. Switzerland keeps a close eye on its banking and finance sectors, which are considered to be among the safest in the world.
Employment legal framework falls under the Swiss Code of Obligations, the Federal Law on labour in industry, craft and trade and specific agreements between labor unions, employers’ associations and the state in the concerned field of activity of the company.
Despite high salaries, the Swiss employment market is one of the most competitive with an unemployment rate that has not exceeded 4% since 1998. High workforce qualification levels, a legal 42 hour working week, four weeks annual holiday allowance and the virtual in existence of strikes is due to the constant dialogue between employers, employees and the state.
Although employment contracts can be completed verbally, the general practice in Switzerland is to sign a written contract. Swiss legal requirements are relatively flexible in terms of employment, as a work contract may be cancelled with seven days’ notice during the first three months of trial period, one month during the first year, two months’ notice until the 9th year and three months from the tenth year of employment.
TMF Group Switzerland is ideally placed to assist with the planning, formation, administration and accountancy needs of Swiss companies. We offer our services to companies incorporated in various cantons including Fribourg, Geneva, Luzern, Schaffhausen, St. Gall, Zurich and Zug. The activities of these companies can be holding, trading, commercial, financial, consultancy and administrative services as well as intellectual property exploitation - and they may be inside and/or outside of Switzerland.
Depending on the personal circumstances of the client, we can provide estate planning and structuring assistance in conjunction with legal and tax advisors, to find the best solution for putting in place a Swiss company.
In addition to the provision of directors and a registered address, we also deal with all legal and administrative steps to incorporate Swiss companies. This includes arranging for the escrow account before incorporation, liaising with the notary, legal and tax advisors and the Commercial Register and any other actions in connection with the incorporation.
TMF Group clients will:
- gain protection and growth for their investments
- benefit from our global network, which combines strong local market knowledge with the ability to provide tailor-made solutions to meet individual business needs
- work with an independent and experienced corporate services provider; our expertise is second to none and will save clients valuable time
- benefit from a responsive, quality service that is fast, accurate and reliable