Switzerland has built up a solid reputation as one of the most popular domiciliations for holding and investing companies in the world. It’s low-tax on-shore profile, with comprehensive range of international tax treaties, mean many global companies locate their entities there in increasing numbers.
So if you are looking to use Switzerland as a location for your holding or operating company, what are steps you need to consider? Jurgen Borgt, of TMF Group Switzerland, highlights the decisions to be taken and steps to incorporating a new entity.
Key decision to be taken
There are a number of issues to be resolved by the shareholders of the business prior to starting the incorporation process. These include:
1. What are the proposed activities of the new entity
2. Will the company be limited by shares or limited liability
3. The make-up of the share capital – number and nominal value of the shares
4. The identity of the director(s) of the new business
5. The powers and signing rights of the directors
6. Auditors of the business
7. New bank account set-up and payment of initial capital of the company
8. Proposed name of the company to be lodged with the Federal Commercial Register
Swiss administrative requirements
Once the above issues are resolved, the following information and administrative requirements must be completed to register the new entity:
1. A letter of acceptance from the new auditor of the entity
2. A formal approval of the registered address of the business
3. Confirmation of the appointment of shareholders and directors
4. Legalised copy of the signatures of the directors
5. Legalised Power of Attorney of the shareholders
6. Draft first shareholder minutes
7. Articles of Association
8. Request for registration with the Swiss Commercial Register
How TMF Group can assist you
It is important that all of the above decisions and administrative compliance requirements are followed to the letter – failure to do so will leave the business exposed to potential fines and threat of liquidations. If you would like to learn more about the details of how to incorporate a business in Switzerland, then please contact TMF Group. We help international businesses expand and operate seamlessly across borders, providing accounting, corporate secretarial and HR & payroll assistance.