FORM A COMPANY NOW

REQUEST
CALL BACK

FREE CASE EVALUATION

Types of Structures in Switzerland - Discover the Swiss Types of Companies

Types of Structures in Switzerland

Updated on Saturday 11th May 2024

Rate this article

based on 7 reviews.


Types of Structures in Switzerland
 
Foreign investors can open various types of companies in Switzerland that are prescribed under the national legislation. Investors may set up stock corporations (AG/SA)limited liability companies (L.L.C.), partnerships (that can be classified as general partnership and limited partnership) and sole traders
 
The decision of opening a specific type of company depends on the share capital the businessmen want to invest in the company, the level of liability and other relevant aspects. Our team of Swiss lawyers can provide in-depth information on each business form available here and can also help you in the process of Swiss bank account opening.  
 
 Quick Facts  
 Types of entities available for registration

- Sole trader,

- limited liability companies,

- partnerships. 

Features  of a Swiss sole trader 

The sole proprietorship can be established by a single entrepreneur who must be a natural person. 

 Types of partnerships

- General,

- limited. 

 Types of limited liability companies

- Private limited liability company,

- joint stock company. 

 Other types of entities

- Cooperatives,

- associations,

- foundations. 

 Most popular types of companies in Switzerland

 The joint stock corporation.

 Legal forms available for foreign companies

 - Branch offices,

- subsidiary companies.

 Most employed legal form by foreign investors

 The private limited liability company.

 Full foreign ownership availability (YES/NO)

 Yes, a Swiss company can be 100% owned by one or more shareholders.

 Special requirements for foreign shareholders (if any)  Residency is required for those who want to move to Switzerland.
 Simplest type of company to incorporate

 The private limited liability company.

 Possibility for foreign companies to act as shareholders (YES/NO)

 Yes, in subsidiaries and branch offices.

 Requirement of specific share capital

 Yes, for private and public limited liability companies.

Average timeframe to register a company 

Approx. 4 weeks. 

 Assistance in opening a company in Switzerland (YES/NO)  Yes, our Swiss lawyers provide business registration services.
 

The stock corporation in Switzerland

 
The stock corporation is a well-known business form and it is legally separated from its own, and one of the most employed types of companies in Switzerland. It takes between 2 and 3 weeks to be set up, it requires a minimum capital of CHF 100,000, and it has to have at least one shareholder and one director that resides in Switzerland
 
In this case, the shareholders can be both natural persons and legal entities. It is also important to know that this business form can be changed into a limited liability company, following the legislation prescribed by the Federal Law on Merger, Demerger, Transformation and Transfer of Assets
 
The stock corporation can registered in Switzerland as a holding company that benefits from various tax reductions imposed at both federal and cantonal levels. They can be set up as domiciliary companies, which are firms that are managed and controlled from abroad but only have a registered office in Switzerland. The auxiliary stock companies are domiciliary firms that carry part of their business in Switzerland.
 
Mixed companies are a mix of domiciliary and holding companies with cantonal and municipal tax benefits if the companies are foreign controlled, if they have a minimum of 80% of its income from foreign sources and if they develop relationships with other foreign companies.
 
Foreign businesses are also allowed to have branch offices in Switzerland, offices that have to be registered with the Commercial Registry of the canton in which they are located and they need to have an appointed Swiss-resident representative. Our team of lawyers in Switzerland can offer more details concerning any other registration requirement available for setting up a branch office. To open a bank account in Switzerland, a non-resident company would need to get in touch with a Swiss bank and request an application form, which is the same as going into a bank and asking to open an account for a resident one. 
 
 
Types of Companies in Switzerland.png
 

 

The limited liability company in Switzerland

 
The limited liability company is an alternative for persons who do not have the same minimum capital as it is necessary to start a stock corporation; in this case, the LLC will require a minimum amount of CHF 20,000. It is a separate legal entity and can be formed by one to several partners. This type of company is best suited to small business as it does not need a board of directors and it may have a shareholder who must be a natural person. Other characteristics of the LLC are presented below: 
 
  • it can have a single director, who can be represented by the company’s shareholder;
  • it is necessary to appoint an executive director who has a Swiss residency;
  • the liability of the shareholders is limited to the amount of shares they have participated with the company’s capital;
  • it can enter any type of business activity prescribed in the company’s articles of association
 
Under Swiss law, establishing a business is relatively straightforward and takes only a few weeks once all the necessary paperwork is prepared. It is not necessary to obtain any specific authorization, with the exception of circumstances where the nature of the business necessitates a license, as in the banking or food industries, for instance, so feel free to contact our law firm in Switzerland for support in starting a business. 
 
It is also useful to register the company's name as a trademark in Switzerland.

The Swiss partnerships 

 
The general partnership in Switzerland is created by two or more partners but this type of company is not a separate legal entity. The partners will sign a partnership agreement and each one of them will pay for his own taxes at personal income tax rates. They will both (or all) have unlimited joint liabilities for the debts of the business.
 
The limited partnership in Switzerland is a small business that needs to have at least two partners represented by natural persons, one of them acting as a general partner with unlimited liability, and another one acting as a limited partner with limited liability. The liability of the limited partner is limited to the value registered with the Commercial Register
 

Sole traders in Switzerland 

 
The sole proprietorship in Switzerland is a simple business structure where the owner has total control over the business. In the situation in which the business will have an annual turnover of CHF 100,000, it is mandatory to register the business form with the Chamber of Commerce and also, to conclude the steps for VAT registration in Switzerland
 
It is the best fit for artists, freelancers, self-employed persons and for any natural person who wants to start a small business in his/her own name. The downside of this type of business is that the owner is fully liable for the company’s debts and in the situation in which the business will encounter financial difficulties, the owner of the company will be held responsible with his/her own personal assets.
 

Legal forms available for foreign companies

 
Switzerland is very appealing for foreign companies, and they can choose between the following legal entities:
 
  • the subsidiary;
  • the branch office;
  • the liaison office.
 
Out of these three types of companies in Switzerland, the subsidiary is the only one to be treated as a domestic company. This happens because it can be registered as a private or joint stock company.
 
The branch office, on the other hand, is an extension of a foreign company, for which the parent business will be liable. It does not have its own legal personality, and must operate under the decisions of the overseas enterprise.
 
The liaison or representative office is a non-corporate form that can be used to test the compatibility of the foreign company with the Swiss market. It is a great tool to assess whether an overseas company can expand its business operations here or not.
 
Our lawyers in Switzerland can advise on the type of company to choose. We are also at your service if you want to open a bank account in Switzerland.
 

Types of companies in Switzerland based on the registration method

 
Foreign investors who want to open a company in Switzerland are advised to choose the type of entity they want to use before coming to the country. It is also important to know that in Switzerland, one can establish a business in a number of ways, such as:
 
With respect to the first option, the most important aspect to consider is that most of the time, local investors choose corporate types of Swiss companies. These offer limited responsibility in relation to the obligations of the shareholders. Non-corporate forms, however, can be suitable option when setting up an investment fund in Switzerland.
 
Shelf or ready-made companies were very popular once, however, with the fees associated with incorporating a firm going down and some even being abolished, opening a new company is often cheaper.
 
Joint ventures can come with certain advantages, such as the possibility of entering a partnership with a local company, especially when it comes to investors who are not acquainted with the Swiss market.
 
If you need guidance in choosing a type of company and in handling the registration process, you can rely on the expertise of our law firm in Switzerland.
 

How to choose a suitable type of company in Switzerland

 
The objectives of the investor are crucial when deciding to start a company in Switzerland. It is important to take into account a number of variables in order to make an informed choice, including:
 
  • the capital: it is necessary to acknowledge the required share capital, as well as the necessary amount for the operations of the business;
  • liability and risk: it is just as important to consider the risks and liability the shareholders are willing to take when choosing a type of company;
  • independence: certain types of Swiss companies offer full independence, while others do not;
  • taxation: Swiss companies are subject to various taxation regulations based on the legal forms they take.  Generally speaking, companies pay less tax on profits than partnerships or sole proprietorships.
With these aspects in mind, once you decide on the type of company that suits you best, you can get in touch with our Swiss lawyers for support to start the registration procedure.
 
Here is also a video on this subject:
 
 
 

Number of companies in Switzerland

 
According to news:
 
  • in 2023, were registered a total number of 51,637 companies;
  • this was an increase of 3.2% compared to 2022, and 2.2% compared to the previous year;
  • the number of startups also grew by 13.7% in 2023;
  • most companies were registered in the northwestern part of the country.
 
For more information on the types of companies that can be registered here, we invite you to contact our law firm in Switzerland; our attorneys can offer tailored advice on the most suitable business form that would correspond to an investor’s business plans, capital and business activities.  
In case you need other types of services in Switzerland, for example immigration assistance, we can put you in contact with our partners, a team of immigration lawyers based in Switzerland