Establishing A Business in Switzerland

Establishing a business in Switzerland, Practical Law Country Q&A 5-632-1530
Establishing a business in Switzerland

by Christian Kunz, Susanne Schreiber, Thomas Stoltz and Laura Widmer, Bär & Karrer Ltd
Country Q&A | Law stated as at 01-Jun-2021 | Switzerland
A Q&A guide to establishing a business in Switzerland.
This Q&A gives an overview of the key issues in establishing a business in Switzerland, including an introduction to
the legal system; the available business vehicles and their applicable formalities; corporate governance structures and
requirements; foreign investment incentives and restrictions; currency regulations; and tax and employment issues.
Legal System
Business Vehicles
Establishing a Presence from Abroad
Forming a Private Company
Financial Reporting
Trading Disclosure
Membership/Shareholders
Minimum Capital Requirements
Shareholders and Voting Rights
Sectoral Restrictions
Foreign Investment Restrictions
Directors
Board Composition
Re-Registering as a Public Company
Tax
Grants and tax Incentives
Employment
Proposals for Reform
Contributor profiles
Dr. Christian Kunz, Counsel
Susanne Schreiber, Partner
Thomas Stoltz, Partner
Laura Widmer, Partner
© 2022 Thomson Reuters. All rights reserved. 1

Legal System
1. What is the legal system in your jurisdiction based on (for example, civil law, common law or a mixture of
both)? Does your jurisdiction operate a federal or unitary system?
Basis of Legal System
Switzerland's legal system is ultimately based on concepts of Roman civil law. The codes and statutes that govern Swiss
commercial law are not exhaustive, but it is a principle-based law that requires judgment in its application.
Federal or Unitary System
In view of the federal nature of the constitution of the Swiss Confederation (uniting 26 states, known as cantons, into a federal
nation) and the autonomy of municipalities in certain matters, Swiss statutory law is federal, cantonal and communal. While
most commercial laws are governed by federal legislation (including the law of contract and tort, company law, and securities
law), cantonal law may contain specific rules relating to a specific company's activity (such as, planning and construction,
taxation, regulated business activities and administrative procedure).
Business Vehicles
2. What are the main forms of business vehicle used in your jurisdiction? What are the advantages and
disadvantages of each vehicle?
The two main forms of business vehicles in Switzerland are the:
• Company limited by shares (Aktiengesellschaft (AG) / société anonyme (SA) / società anonima (SA)).
• Limited liability company (LLC) (Gesellschaft mit beschränkter Haftung (GmbH) / société à responsabilité limitée (S.à
r.l.) / società a garanzia limitata (S.a g.l.)).
Both forms are incorporated with a separate legal personality and a membership primarily based on capital contributions. In
addition, both companies have sole liability for their own debts (to the exclusion of the individual members). The company
limited by shares is suitable for both small and large enterprises (including those listed on a stock exchange, as there is no
separate company type for public companies). However, the LLC, which requires less initial capital, offers some additional

flexibility in governance and has some specific requirements (such as, restrictions on the transferability of shares and disclosure
of all shareholders' identity in the commercial register) is more suitable for small or medium businesses.
Other legal forms that can be used as business vehicles in specific circumstances are:
• Cooperative (Genossenschaft / société coopérative / società cooperativa), which can be used for non-profit
organisations that provide a direct benefit to their members.
• Association (Verein / association / associazione), which can be used for professional organisations that do not conduct
their own commercial operations.
• Partnership limited by shares (Kommanditaktiengesellschaft / société en commandite par actions / società in

accomandita per azioni), which is a very rare legal form modelled on the company limited by shares, with the
difference that at least one shareholder is jointly and severally liable to creditors like a general partner.
• Foundation (Stiftung / fondation / fondazione), which is a legal entity that does not have members, but may have
beneficiaries and which is mostly used for charitable purposes.
Unincorporated forms of businesses include the:
• Sole proprietorship (Einzelunternehmen / l'entreprise individuelle / impresa individuale).
• Simple partnership (einfache Gesellschaft / société simple / società semplice).
• General partnership (Kollektivgesellschaft / société en nom collectif / società in nome collettivo).
• Limited partnership (Kommanditgesellschaft / société en commandite / società in accomandita).
Except for the sole proprietorship, these forms are not widely used in business practice because all or at least some of the
members have full and personal liability. A limited partnership in which the general partner is a corporation (such as the German
GmbH & Co. KG) is not permitted under Swiss law.
Establishing a Presence from Abroad
3. What are the most common options for foreign companies establishing a business presence in your
jurisdiction?
While a foreign company can enter into a joint venture with a local company, buy an already existing local company or set up
a partnership to engage in business in Switzerland, the most common options are:
• Setting up a local branch.
• Incorporating a subsidiary company.

Local Branch
A Swiss branch office is a business establishment, which carries out similar business activities to the company's head office
and benefits from a degree of economic and commercial independence from the head office. The branch has no independent
legal personality and depends on the principal company. Therefore, the principal company is responsible for all the liabilities
and undertakings of the Swiss branch office. The branch office is subject to Swiss law and must be registered in the commercial
register, together with its appointed authorised representatives. At least one representative with single signatory power or two
representatives with joint signatory power must live in Switzerland.
Subsidiary Company
A Swiss subsidiary company is an entity with its own legal personality established under and governed by Swiss law. Typically,
the foreign parent company holds the majority of the shares of the subsidiary company and exercises management control.
Although the Swiss subsidiary company is legally independent from the foreign parent company, the degree of its commercial
and economic independence will vary. In principle, the foreign parent company is not liable for the debts or undertakings of
the Swiss subsidiary.
Most common legal forms of subsidiaries in Switzerland are companies limited by shares or LLCs. On incorporation, the
statutory minimum company capital in Swiss currency (CHF100,000 for companies limited by shares and CHF20,000 for LLCs)
must be paid in to the company. These companies gain their legal personality when registered in the commercial register. At
least one authorised representative with single signatory power or two authorised representatives with joint signatory power
must live in Switzerland and must be entered in the commercial register. The shares (of a company limited by shares) or the
quotas (of a LLC) can be issued or transferred to third parties. In addition, a subsidiary company limited by shares can ''go
public'', by listing its shares on a stock exchange.
Comparison
The advantages of local branches over subsidiary companies are as follows:
• Local branch offices and subsidiary companies are subject to both Swiss corporate income tax on profits and annual
capital tax on taxable equity. However, profits that are repatriated to the head office by the branch office are not subject
to withholding tax in Switzerland.
• The establishment of a branch office can be simpler and cheaper. In addition, branch offices are quicker to dissolve in
the event of liquidation and the operation costs (such as registration costs for changes in the commercial register) are
usually cheaper than that of a subsidiary company.
• For local branches, no statutory minimum company capital is required.
• A branch office is favoured against a subsidiary company if the operations in Switzerland are intended to be temporary
or if the prospect is uncertain.
The advantages of subsidiary companies over local branches are as follows:
• As a branch is part of, and dependent on, the foreign principal company, the principal company is directly liable for its
debts and undertakings and the branch is directly affected by a liquidation or insolvency proceeding of the principal
company.

• Swiss customers may prefer to do business with a local company (subsidiary) over a foreign company (branch office).
In practice, the financial advantages of branch offices usually do not outweigh the advantages of local subsidiaries with regard
to the non-liability of the parent company for debts and undertakings of the subsidiary company.
4. How can an overseas company trade directly in your jurisdiction?
A foreign company can generally trade in Switzerland without obtaining a licence, except in the case of a regulated business,
which (like a Swiss company operating in the same sector) usually requires a licence (see Question 19). Trading may be
undertaken on a pure cross-border basis (that is, by means of post, telecommunication and occasional business travel to
Switzerland), by establishing a representative or branch office in Switzerland or by co-operation with a Swiss individual or
legal entity acting as agent, distributor, franchisee or similar. Practical limitations may follow from immigration law, which
limits the number of days in a year that foreign nationals can stay on Swiss territory without obtaining a residence and work
permit (see Question 31).
If the foreign company's business activity in Switzerland takes the form of a local branch (see Question 3), the branch must
be registered in the commercial register.
5. What are the formalities for setting up a partnership?
General Partnerships
General partnerships (Kollektivgesellschaften) are governed by Articles 552 to 593 of the Swiss Code of Obligation (CO) and
must consist of at least two partners (natural persons). The general partnership is created as soon as the partners have entered
into a partnership agreement. Registration with the commercial register is mandatory (it is constitutive for businesses pursuing
non-commercial aims and declaratory for businesses pursuing commercial aims). There is no minimum capital requirement
for a general partnership.
A general partnership has a quasi-legal personality. This means that it can acquire rights, enter into commitments, take legal
action and be sued under its name. Assets are owned by the partners in the form of joint ownership. The partnership is liable for
any commitments entered into by the managing partner in its name and any tortious act committed by a partner in the exercise of
their partnership function. The partners are jointly and severally liable against third parties for any obligations of the partnership.
However, the assets of a partner are only liable in a secondary capacity (that is, on the exhaustion of the partnership's assets).
Persons joining the general partnership after the establishment are jointly and severally liable with their entire assets for any
existing obligation of the partnership. Creditors can pursue claims against the partnership for five years after its dissolution.
Internal liability is governed by the individual partnership agreement.

The partnership is considered transparent for tax purposes. However, the partners are individually taxed on their share of the
partnership's income and assets together with their other income and assets.
Limited Partnerships
Limited partnerships (Kommanditgesellschaften) are governed by Articles 594 to 619 of the CO. Like general partnerships,
limited partnerships have a quasi-legal personality, registration with the commercial register is mandatory (it is constitutive for
businesses pursuing non-commercial aims and declaratory for businesses pursuing commercial aims), and there is no minimal
capital requirement. However, in contrast to general partnerships, legal entities can be partners in a limited partnership (but
only as limited partners). The minimum number of partners is two, of which at least one natural person must have unlimited
liability (that is, a general partner (Komplementär)). For the other partners (that is, limited partners (Kommanditäre)), liability is
limited to a specific amount registered in the commercial register. If the limitation of liability is not registered in the commercial
register, the "limited" partner is liable without limitation unless that partner proves that the third parties were otherwise aware
of the limitation of liability.
6. What are the formalities for setting up a joint venture?
International joint ventures (JVs) are common in Switzerland and can take a variety of legal forms. The formalities to establish
a JV vary according to the legal form used. For example, contractual joint ventures can be formed by the conclusion of one or
more agreements between existing legal entities; however, corporate joint ventures require the incorporation of a new company
(see Question 8). In addition, for corporate joint ventures, agreements usually play an important role in defining the governance
of the venture (for example, a shareholders' agreement between the JV partners in respect of the JV company) and the day-to-
day business relations (for example, ''satellite" agreements between the JV company and its founders).
7. Are trusts (or a local equivalent) available in your jurisdiction?
Trusts are not available under Swiss substantive law. However, similar results can sometimes be achieved in specific situations
by other legal means.
In 2007, Switzerland ratified the HCCH Convention on the Law Applicable to Trusts and on their Recognition 1985. Therefore,
the Swiss courts will, in principle, recognise the effects of trusts validly created under a foreign law chosen by the settlor in
the instrument creating the trust.
Forming a Private Company

8. How is a private limited liability company or equivalent corporate vehicle most commonly used by foreign
companies to establish a business in your jurisdiction formed?
Regulatory Framework
A company limited by shares (AG) and a LLC (GmbH) are both forms with separate legal personalities. Their members are
called shareholders (and sometimes quotaholders for the LLC) and their liability is limited to the registered company capital.
Some small to medium businesses choose the LLC due to its lower minimum company capital and flexible governance structure
(for example, the ability to require shareholder approval for certain management decisions, or to define additional funding
obligations in the articles of association). However, the disclosure requirements of a LLC are stronger than those of a company
limited by shares. In particular, the name of the quotaholder is registered in the commercial register and therefore publicly
available. The company capital of an LLC amounts to at least CHF20,000 (to be fully contributed upon incorporation), whereas
a company limited by shares requires a share capital of at least CHF100,000 (of which at least CHF50,000 must initially be
paid up).
The competent authority for the incorporation of a company limited by shares or LLC is the commercial register authority of
the respective canton in which the entity will be registered.
Tailor-made or Shelf Company
Companies limited by shares and LLCs are usually tailor-made. However, shelf companies are available and legally permissible
if permitted in the company's articles of association.
Shelf companies should not be confused with shell companies (Mantelgesellschaften), which are liquidated companies that
have not yet been deleted from the commercial register. The purchase of shares of a shell company is considered void.
Formation Process
The company formation process for a company limited by shares or an LLC in Switzerland is as follows:
• The pre-clarification process which includes checking the availability of the proposed company name, searching
for board members, auditors (if applicable) and a domicile, and appointing a notary public to notarise the deed of
incorporation and locating the necessary information for the incorporation.
• Preparation of incorporation documents (including, for example, the articles of association) and collection of
signatures.
• Notarial incorporation, such as notarisation of the founders' meeting. If the founder will not participate in the meeting,
a proxy (power of attorney) will be required. This must be entered into in front of a public notary (it is usually legalised
and apostilled, if legalisation takes place outside of Switzerland).
• Registration in the commercial register.

The following original documents must be filed with the competent commercial register:
• Application to the commercial register.
• Public deed of incorporation.
• Articles of association.
• Declarations of acceptance of the directors (in case of a company limited by shares) or the managing officers (in
case of an LLC, only required if their position is based on separate appointment and not as a consequence of being a
quotaholder).
• Legalised (and apostilled, if legalisation takes place outside of Switzerland) signatures of all persons who are
authorised to sign on behalf of the company and therefore must be registered in the commercial register.
• Proof that the independent statutory auditors have accepted their appointment or, as the case may be, an opting-
out declaration, waiving the right to elect auditors if the requirements for a mandatory (limited or full) audit are not
fulfilled.
• "Lex-Koller" declaration (cantonal form), which is a declaration by the founders confirming that the company does not
intend to acquire real estate that is not used as a business facility (Article 2, paragraph 2 lit. a, Swiss Federal Act on the
Acquisition of Real Estate by Persons Abroad; see Question 22).
• If a foreign company is a quotaholder in an LLC and therefore must be registered in the commercial register, a recent
certified and apostilled extract from the foreign commercial register or an equivalent document proving the existence of
the legal entity.
• If the company does not have its own offices, a written domicile acceptance declaration issued by the domicile-holder
stating that the company has been granted legal domicile at the place where it is registered.
• In case of cash contributions, a certification of a bank showing that the contributions have been deposited in a blocked
bank account.
• If there are contributions in kind, acquisitions of assets, intended acquisitions of assets, offsetting of claims or special
privileges, then the following additional documents must be presented:
• contracts of contributions in kind and/or contracts of acquisition of assets and any additional required documents;
• a founders' report signed by all founders; and
• an auditor's report by a state-supervised auditing company, an accredited auditing expert or accredited auditor.
The usual time frame for a straightforward incorporation is normally approximately two weeks, with the preparation and
execution of the incorporation documents taking one week and the registration with the commercial register usually occurring
within another week.
The incorporation process is completed with the registration of the company in the relevant commercial register and the official
publication in the Swiss Official Gazette of Commerce. A legalised commercial register extract is then issued to the founders.
The establishment of the company becomes legally effective on the day of the registration in the register, which is indicated
in the extract.

The fees for a straightforward incorporation, depending on whether the documents are prepared by the founders or their lawyer
or notary are between CHF2,000 and CHF5,000. Further costs include the commercial register fees (which are usually less than
CHF1,000, depending on the company's capital and number of signatories to be registered), the fees for a blocked bank account
(if applicable) and the fees for a domicile to be paid to the domicile holder (if applicable).
The company name of a newly formed company limited by shares or LLC can in principle be freely chosen. However, it must
be sufficiently distinguishable from other company names formerly registered. In addition, the legal form (AG for a company
limited by shares and GmbH for a limited liability company) must be included in the company name. Central elements of the
company name may be names derived from a surname, the company's object or an imaginative name and descriptions of the
business. The company name must be clear as well as true and must not be misleading.
Changing the name of a company is a straightforward process. The articles of association must be amended. This must be
done in a shareholders' meeting and the resolution must be notarised in a public deed. If the shareholders cannot attend the
meeting in person, they can be represented by way of a written (legalised and apostilled, if legalisation takes place outside
of Switzerland) proxy. The amended articles and the public deed must be filed together with an application to the competent
commercial register. This procedure takes approximately one to two weeks depending on the availability of the shareholders
and the workload of the competent commercial register office. The fees for preparing the documents and filing the application
are about CHF2,000. Further costs include the commercial register fees, which are usually less than CHF1,000.
Company Constitution
Every company has its own articles of association, the composition of which forms an integral part of the incorporation process.
Usually, standard articles of association are used as a starting point and are then adapted to the requirements of the case (in
particular with regard to the company name, company purpose and company capital). The articles of association are filed
with the competent commercial register and are therefore publicly available. Any change to the articles of association must be
resolved by the shareholders in a public deed and again filed with the competent commercial register.
Depending on the needs of the specific company, the articles of association can be supplemented by organisational regulations
issued by the company's supreme executive body (the board of directors of a company limited by shares, or the managing
officers of an LLC). The shareholders can also enter into a shareholders' agreement between themselves, in which they regulate
the exercise of certain rights (such as voting rights) and agree to other covenants. These documents are not filed with the
commercial register and are typically not public.
Financial Reporting
9. What financial or tax reports must the company submit each year?
Companies
Financial reporting duties depend on the company form and the turnover reached in the previous financial year. In general, all
incorporated business vehicles and all other business forms with a turnover of at least CHF500,000 are obliged to keep accounts
and prepare financial reports in accordance with the Swiss Code of Obligations (CO). The financial reports are integrated in the

annual business report and submitted to the competent corporate body of the company for approval (for example, for a company
limited by shares, to the ordinary general meeting of the shareholders), but does not need to be filed with the commercial
register and is usually not publicly available. The annual accounts (the financial statements of the individual entity) comprise
the balance sheet, the profit and loss account and the notes to the accounts.
Additionally, publicly traded companies and companies that exceed two of the following thresholds within two consecutive
financial years must appoint an auditor to conduct a yearly ordinary audit:
• A balance sheet total of CHF20 million.
• Sales revenue of CHF40 million.
• 250 full-time positions on annual average.
Such companies are also obliged to prepare a cashflow statement and an up-to-date summary of business activity. Companies
that do not meet these criteria must perform a more limited audit. Unincorporated business vehicles are not obliged to appoint
an auditor at all.
See Question 26 for tax reporting obligations.
Branches of Overseas Companies
The Swiss tax authorities prefer separate financial statements for a Swiss branch of a foreign company. Regulatory law may also
require the preparation of separate financial statements for such a branch (such as for branches of foreign insurance companies).
The accounting rules of the CO apply, and not those of the foreign law applicable to the foreign company.
Swiss branches generally have the same tax reporting obligations as separate entities.
Trading Disclosure
10. What are the statutory trading disclosure and publication requirements for private companies?
In correspondence, on order forms and invoices and in official communications, the company name entered in the commercial
register must be given in full and must not be amended. This includes the legal form (AG for a company limited by shares and
GmbH for a LLC). In addition, shortened names, logos, trade names, brand names and similar can also be used.
The company name, statutory seat, purpose of the company, capital structure, board of directors, other signatories and statutory
auditor are among other information published in the commercial register. In the case of a LLC (unlike a company limited by
shares), the name of the quotaholder is also published in the commercial register. Any changes must be filed with the commercial
register for publication.

11. How do companies execute contracts or deeds?
Under Swiss law, a company executes contracts or deeds through its board of directors (for a company limited by shares) and
its managing officers (for a LLC) or other authorised signatories. The persons authorised to represent the company must sign
by appending their signature to the business name of the company. They can either have sole signature authority or a joint
signature authority (that is, at least two authorised signatories must sign, for the representation of the company to be effective).
Members of the board of directors, managing officers and other signatories must be registered with the commercial register,
together with the applicable signature authority.
Membership/Shareholders
12. Are there any restrictions on the minimum and maximum number of members?
There is no maximum number of members for Swiss legal structures. The minimum number of members, however, depends
on the business vehicle. The following legal structures require one person only:
• Sole proprietorship (that is, one natural person as the sole proprietor).
• Company limited by shares (that is, at least one natural person or legal entity as a shareholder).
• LLC (that is, at least one natural person or legal entity as a shareholder).
General partnerships or limited partnerships require a minimum of two members. Although, partners of general partnerships
must be natural persons, limited partnerships must consist of at least one natural person with unlimited liability (that is, a
general partner (Komplementär)) and at least one natural person or legal entity with limited liability (that is, a limited partner
(Kommanditär)).
Minimum Capital Requirements
13. Is there a minimum investment amount or minimum share capital requirement for company formation?

The minimum contribution or minimum share capital requirement for a company's formation depends on its legal structure.
There are no minimum contribution requirements for sole proprietorships, general partnerships or limited partnerships. The
statutory minimum capital for the formation of a LLC is CHF20,000. The mandatory nominal capital of a LLC is divided into
shares (or quotas) with a nominal value of at least CHF100 each. Each share must be fully paid up. The minimum formation
capital for companies limited by shares is CHF100,000, of which a minimum of 20% of the nominal value of each share, but
in any case at least CHF50,000, must be paid in. The share capital can be divided into shares with a nominal value of at least
CHF0.01 each.
14. Are there restrictions on the transfer of shares in private companies?
The transfer of registered shares of a company limited by shares may be subject to approval by the board of directors, if this
restriction is stipulated in the articles of association. A transfer may not, however, be prohibited per se.
In the case of a LLC, transfers of shares are normally permitted subject to approval of the shareholders' meeting. The articles of
association can, however, depart from that default rule (for example, by dispensing with the approval or prohibiting transfers
of shares).
Shareholders and Voting Rights
15. What protections are there for minority shareholders under local law? Can additional protections be given?
Is liability limited to the value of shareholders' shares?
Swiss company law provides for:
• The rights of every shareholder in a company limited by shares (AG) or a LLC (GmbH), such as, the right to participate
and vote in the general meeting, the right to receive an annual business report and the right to bring judicial action
against unlawful shareholder resolutions.
• Minority rights, that require a certain minimum holding of shares (for example, shareholders controlling at least 10%
of the company's share capital may require the calling of an extraordinary shareholders' meeting or bring judicial action
for the appointment of a special auditor (company limited by shares only)). These protections can be extended in the
articles of association. In a company limited by shares, further minority rights (such as, the right to nominate a member
of the board of directors) can be implemented through the creation of different classes of shares.
In addition, legal provisions requiring a qualified majority for certain resolutions of the general meeting also protect minorities
(see Question 17).

The liability of shareholders is limited to their obligation to pay up any unpaid portion of the issue price of their shares. In a
LLC (but not in a company limited by shares), the articles of association can give shareholders a duty to inject further capital
into the company (if required and called in by the managing officers) up to a defined amount. However, it is not possible to
provide for direct liability of shareholders to the company's creditors.
16. Are there any statutory restrictions on quorum or voting requirements at shareholder meetings? Do quorum
or voting rights need to be proportionate to shareholdings?
In a company limited by shares or an LLC, votes must be counted either:
• Based on the nominal value of the shares held by each shareholder.
• If so provided in the articles of association, based on the number of shares held (which yields a different result, only if
shares with different denominations are outstanding).
The law does not require mandatory attendance at shareholders' meetings but provides for majority requirements (simple
majority or qualified majority depending on the subject of a proposed resolution). As a general rule, this can be further increased
but not decreased in the company's articles of association.
17. Are specific voting majorities required by law for any corporate actions (for example, increasing share
capital, changing the company's constitution, appointing and removing directors, and so on)?
Certain shareholder resolutions require a qualified majority. In a company limited by shares, a qualified majority (that is, a
majority of at least two thirds of the votes represented and an absolute majority of the nominal values of shares represented)
is for example required for the following:
• Changes in the company's purpose or legal seat.
• Share capital increases with certain special features.
• Dissolution or merger of the company.
In extraordinary cases, higher majorities apply (for example, 90% of all votes for a merger in which certain shareholders are
squeezed out of the company against compensation in cash). In addition, the consent of every single shareholder is required for
example, where a company proposes to move from a commercial to a charitable purpose.

18. Can voting majorities required by law be disapplied to protect a minority shareholder (for example, through
class rights, weighted voting or super-majority veto rights)?
The majority requirements provided by law (simple or qualified majority depending on the contents of a proposed resolution)
can, as a general rule, be increased (thereby giving a minority shareholder a veto power) but not decreased, by a company's
articles of association. The question of whether the statutory simple majority requirement can be increased by the articles in the
case of certain resolutions that are necessary for the proper functioning of the company (for example, the periodic election of the
board of directors) is disputed. Shares with increased voting power (compared to capital participation) can be created through
the issuance of shares with different nominal values, where the articles of association provide that every share (irrespective of
nominal value) carries one vote.
Sectoral Restrictions
19. What are the conditions or restrictions on establishing a business in specific industry sectors? Are there
industry sectors in which it is not permitted to establish a business?
Many activities in the financial services sector are regulated and subject to licence requirements. For example, banks, securities
dealers, collective investment schemes and insurance companies are subject to prudential regulation and can only be established
after obtaining a respective licence, which is conditional on a number of prudential requirements (such as, capital adequacy,
liquidity and risk concentration limits, fit-and-proper tests for directors, executive officers and significant shareholders). Other
financial intermediaries, such as asset managers, are only subject to anti-money laundering regulations. These regulations
require them to adhere to a self-regulatory organisation, which monitors their compliance.
Other sectors where new businesses may require a licence or concession include education, employment agencies, energy,
gambling, health care, public transport and so on. A few business sectors are reserved to state-owned enterprises (for example,
pawn broking and salt extraction).
Foreign Investment Restrictions

20. Are there any restrictions on foreign shareholders/company members?
In general, there are no restrictions on foreign shareholders in a Swiss private company.
However, foreign shareholders cannot own land in Switzerland without a permit (see Question 22). Foreign shareholders with a
controlling interest in companies in certain regulated sectors (such as, banking and insurance) are subject to additional licensing
requirements.
21. Are there any exchange control or currency regulations? Are there any registration requirements under anti-
money laundering laws?
Exchange Control or Currency Regulations
Switzerland does not currently maintain exchange controls or currency restrictions.
Anti-Money Laundering Laws
In Switzerland, there is currently no publicly accessible register that contains information about beneficial owners of shares/
quotas.
However, Swiss companies limited by shares, LLCs and cooperatives are obliged to keep a (non-public) register of:
• Their shareholders (of a company limited by shares), quotaholders (of an LLC) or members (of a cooperative).
• When the holder of the shares/quotas reaches or exceeds the threshold of 25% of the share/quota capital or voting
rights.
• The beneficial owners.
Further, Swiss financial intermediaries are required by law to obtain beneficial ownership information as part of their KYC
obligations. Therefore, for example, if a non-Swiss legal entity opens a bank account in Switzerland, the entity must disclose
the identity of both the account holder and the beneficial owner(s) as part of the account opening process.
Other Recording and Reporting Requirements
Unlike the names of the shareholders of a company limited by shares, the names of the quotaholders of an LLC (which may but
not need to be identical to the beneficial owners) and the partners of a general partnership are also registered in the commercial
register and therefore publicly available.

22. Are there restrictions on foreign ownership or occupation of real estate, or on foreign guarantees or security
for ownership or occupation?
The Swiss Federal Act on the Acquisition of Real Estate by Persons Abroad (Lex Koller Act) provides that foreign persons
cannot acquire real estate in Switzerland, other than certain commercially used real estate, without a permit (which is only
available under special circumstances). The acquisition of one or more shares in a company (other than a company listed on a
Swiss stock exchange) that is set up to hold Swiss real estate is treated like a direct acquisition of the land. In addition, legal
entities that are governed by foreign law or in which foreigners hold a controlling position (which is assumed in the case,
among others, of a shareholding of more than one third of votes or capital) are treated as foreign persons for purposes of the
Lex Koller Act.
Directors
23. Are there any general restrictions or requirements on the appointment of directors?
Subject to regulatory requirements with which members of the board of directors or managing officers of regulated entities
must comply, Swiss law does generally not restrict who can be elected to the board of directors of a company limited by shares,
or to serve as managing officer of a LLC in respect of:
• Age, except that a person must be of adult age (that is, over 18 years old).
• Nationality.
• Gender.
• Criminal or bankruptcy record.
The law requires, however, that each company must be able to be represented by registered signatories who are resident in
Switzerland. This requirement can be satisfied by either:
• One director/managing officer or another senior officer with individual signatory power.
• Two such persons with joint signatory power.
Their signature power is recorded in the commercial register. The identity of all directors or managing officers is made public
by registration in the commercial register.

Gender representation on the board of directors and the executive committee. From 1 January 2021, gender quotas require that
in large listed companies each gender is represented by at least:
• 30% on the board of directors.
• 20% on the executive board.
Non-compliance with the quotas is not subject to any sanctions but, following the comply-or-explain approach, a company that
does not fulfil these quotas must explain in the remuneration report (for non-compliance with the 30%-quota for the financial
year beginning in 2026 and with the 20%-quota for the financial year beginning in 2031) the reasons why genders are not
represented as required and describe what measures are being taken to increase representation of the underrepresented gender.
Board Composition
24. What are the legal requirements for the composition of a company's board of directors?
Structure
In principle, Swiss corporate law provides for a one-tier board structure in companies limited by shares. The board of directors
has overall management responsibility for a company and is tasked with the ultimate supervision of all persons entrusted with
management. In practice, however, a structure similar to a two-tier board structure can be and is often established through the
delegation of executive management (except for non-transferrable duties of the board of directors) to:
• A single director.
• A board committee.
• Non-members of the board.
• The board must be authorised by the shareholders in the company's articles of association to make such delegation and
must issue organisational regulations governing, in particular, the executive management's responsibilities, powers and
duties.
Swiss LLCs usually have a one-tier management structure in which the managing officers perform all important management
tasks but can also delegate certain responsibilities to other persons under their supervision.
Number of Directors or Members
A company limited by shares must have at least one director. There is no maximum number. The same applies for the number
of managing officers in a LLC. If several directors or managing officers are elected, one of them must be elected chairperson.
Employees' Representation

Employees are not entitled to be represented on the company's supreme executive body (board of directors or managing officers).
Re-Registering as a Public Company
25. What are the requirements for a business to re-register as a public company or when does an entity become
a reporting issuer?
Swiss company law does not require a company limited by shares to formally re-register if it intends to have its shares listed
on a stock exchange. However, a comprehensive revision of its articles of association (to be registered with the commercial
register) will be required in practice, as the articles of private and public companies require different rules. In addition, the
company must comply with the listing requirements of the relevant stock exchange.
LLCs are not suitable for listing on a stock exchange. Therefore, it must become a company limited by shares before it is listed.
The Swiss Merger Act governs this procedure, which ensures that the requirements of the new legal form are satisfied (similarly
to an incorporation procedure) but preserves the company's legal identity.
Tax
26. What main taxes are businesses subject to in your jurisdiction?
Direct Income and Capital Taxes
Swiss resident companies are generally liable to federal, cantonal and municipal corporate income taxes on their worldwide
income. At the cantonal and municipal level Swiss resident companies are also subject to an annual capital tax on their net equity
(paid-in share capital, surplus and retained earnings). Income and capital attributable to a foreign permanent establishment or
foreign real estate are exempt from Swiss taxes. Losses can be carried forward for seven years for income tax purposes. In
addition, a tax relief (participation deduction) is provided with regard to dividend income derived by companies from qualifying
participations (fair market value of at least CHF1 million or 10% participation). The participation deduction applies to capital
gains realised on the disposal of qualifying participations (10% of share capital and minimum holding period of one year).
At federal level the statutory corporate income tax rate is 8.5% on income after tax. At cantonal and municipal levels, corporate
income tax rates significantly vary. Therefore, current combined (federal, cantonal, municipal) effective (pre-tax profit) income
tax rates range from 11.27% (Meggen, canton of Luzern) to about 20% (Cantons of Zurich, Valais, Ticino and Berne). Most
cantons have reduced their corporate income tax rates to maintain or improve their competitiveness as a business location.
The cantonal capital tax systems have also changed in the course of the Corporate Tax Reform, which entered into force on 1
January 2020. Due to the abolition of the holding privilege, the ordinary capital tax rates have been significantly reduced by

most cantons, or special deductions from the tax basis are granted (for example, on qualifying participations). In some cantons,
the capital tax has the function of a minimum tax.
At cantonal/communal level, depending on the canton of residence, special deductions are available for license income (patent
box) as well as for research and development costs.
Taxpayers must file annual tax declarations for their corporate income and capital taxes which are based on the financial
statements.
Value Added Tax
Individuals, partnerships and legal entities that carry out a business activity in an independent manner are subject to a Swiss
value added tax (VAT) on a federal level, provided that the aggregate gross annual turnover from taxable transactions amounts
to at least CHF100,000. This minimum threshold takes into consideration worldwide supplies. VAT returns must be filed at the
end of each quarter and the tax remitted to the authorities within 60 days of the end of the respective calendar quarter. VAT
applies as a general rule at 7.7% on most supplies of goods and services. A special 2.5% rate is applied on basic necessities
such as food and non-alcoholic beverages, medicines, and certain newspapers, magazines and books. Hotel services are taxed
at a reduced rate of 3.7%.
Capital Issuance Stamp duty
The issuance of shares in connection with the incorporation of a Swiss company or an increase in its share capital is generally
subject to capital issuance stamp duty at 1% of the fair market value of the contribution, with a one-time tax exempt threshold
of CHF1 million of contributed capital. Stamp duty also applies on other equity contributions by the direct shareholder, subject
to exemptions in certain restructuring or recapitalisation cases. The stamp duty is self-assessed by the taxpayer and is due for
payment 30 days after the tax liability has arisen.
Securities Transfer Stamp duty
Securities transfer stamp duty is levied on the transfer of taxable securities, for example, shares, if a Swiss securities dealer as
defined by the Stamp Tax Act participates in the transaction either as a party or as an intermediary/broker. Swiss/Liechtenstein
banks, professional broker dealers and investment advisors, but also Swiss companies holding taxable securities with a book
value of at least CHF10 million generally qualify as securities dealers for stamp duty. The securities transfer stamp duty rate
is 0.075% per party (that is, for each seller and buyer) in the case of Swiss securities and 0.15% on foreign securities. Many
exemptions apply for certain parties or types of transactions. The stamp duty is self-assessed and is due for payment 30 days
after the quarter the tax liability has arisen.
Federal Withholding tax
Withholding tax (WHT) is levied on profit distributions by Swiss resident companies at a rate of 35%. WHT must be withheld
by the distributing entity and remitted to the tax authorities within 30 days of the due date of the distribution. Swiss resident
shareholders are entitled to a full refund of the WHT if they correctly recognise the respective income for accounting purposes
(for legal entities and other shareholders holding the assets as part of a business) or declare it for income tax purposes
(individuals). Foreign shareholders obtain a refund based on applicable double tax or bilateral agreements (see Question 28).
Subject to certain conditions, (such as intercompany dividends) the tax liability can be fulfilled by reporting instead of paying
the WHT. WHT can be self-assessed.

In addition, WHT applies on interest on bonds as defined by Swiss tax laws. This includes bilateral loans under certain
conditions, for example if they are provided by more than ten (identical terms and conditions) or twenty (similar terms and
conditions) non-bank lenders, as well as on bank interest.
In April 2021, the Swiss Federal Council published a proposed amendment of the Swiss withholding tax rules. If approved by
Parliament, the new rules will enter into force in 2023. The main changes are the abolition of WHT on bonds. No changes are
planned with respect to the taxation of dividend distributions.
27. What are the circumstances under which a business becomes liable to pay tax in your jurisdiction?
A business is generally liable to Swiss income and capital taxes if the person conducting the business is resident for tax purposes
in Switzerland or has another form of economic connection to Switzerland (non-tax resident).
Tax Resident
A business is considered tax resident in Switzerland, and therefore subject to a tax on its worldwide income (see Question 26),
if it is incorporated in Switzerland or it has its place of effective management in Switzerland.
Non-tax Resident
A non-tax resident business is subject to a limited Swiss tax liability if it has an economic nexus to Switzerland through either
a permanent establishment (PE) or real estate located in Switzerland. Under Swiss domestic tax law a PE is a fixed place of
business where business activities of an enterprise are conducted. Examples of a PE under Swiss tax law include a branch,
factory, workshop, sales office, permanent agency, mine or a construction site, which is operated for a period of more than
12 months.
PEs are not subject to capital issuance stamp duty but may be subject to securities transfer stamp duty and withholding tax
on interest.
28. What is the tax position when dividends or profits are remitted abroad?
Profits remitted abroad by a Swiss company in the form of dividends, hidden distributions or liquidation proceeds are subject
to withholding tax (WHT) of 35%. WHT applies to companies incorporated in Switzerland or foreign companies that are
effectively managed in Switzerland and perform a business activity in Switzerland. The tax must be withheld at source, otherwise
it is grossed up, which increases its effective rate to 53.8%. Based on one of the more than 100 double tax treaties concluded
with Switzerland or the Agreement with the European Union on the automatic exchange of financial account information,
WHT can be reclaimed in part or in full. The non-refundable rate for portfolio investments is usually 15%, while the rate for
qualifying participations (generally at least 10% shareholding in the Swiss company) is often from 0% to 10%. In the case of

qualifying participations, the WHT liability can also be reduced by the payer by applying the so-called notification procedure,
which requires a prior request and approval by the Swiss federal tax authorities.
Generally, Swiss double tax treaties are modelled after the OECD Model Tax Convention on Income and on Capital and apply
to individuals or companies that are tax resident in the other contracting state under the respective domestic tax law. Most Swiss
double tax treaties apply to companies if considered opaque for tax purposes. Partnerships are in most jurisdictions (including
Switzerland) generally considered transparent for tax purposes. Therefore, the partners must apply for tax relief under most
Swiss double tax treaties.
29. What thin-capitalisation rules and transfer pricing rules apply?
Thin Capitalisation Rules
The thin capitalisation rules are based on an asset test. Permitted debt is calculated based on the debt rates for underlying asset
categories (for example, 100% for cash, 85% for receivables and 70% for participations and intangibles). The permitted debt
is calculated on the book or fair market value of the assets. Finance companies can finance up to six-sevenths of their balance
sheet with debt. If the permitted debt levels are exceeded and if there is debt from related parties (or debt provided by third
parties but guaranteed by related parties), the following tax consequences apply in this case:
• The exceeding debt from related parties is qualified as hidden equity, subject to annual capital tax.
• Interest on such excess debt is not tax deductible and, as hidden dividend distribution, subject to withholding tax.
Transfer Pricing
Switzerland does not have specific transfer pricing legislation or regulations. Swiss tax laws stipulate that business expenses
must be commercially justified to be deductible; otherwise they will be added back to the taxable profit. To be commercially
justified, a transaction must serve a business purpose and be at arm's length. Transactions with related parties which are not at
arm's length constitute a hidden profit distribution to the shareholder or related person, or a hidden contribution into a subsidiary.
In addition, Switzerland follows the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations
when taxing multi-national companies. With respect to intercompany interest, the Federal Tax Administration issues minimum
and maximum interest rates on an annual basis, which serve as safe haven rates. Deviating rates can be justified based on a
third party test.
In addition, with the implementation of the OECD's BEPS (Base Erosion and Profit Shifting) Action No. 13, Swiss based top
parent companies of multinational enterprises (with an annual turnover of over CHF 900 million) operating in Switzerland
are obliged to prepare country-by-country reports from the fiscal year 2018 onwards. Such reports provide information on the
global allocation of a few key numbers such as turnover or taxes paid by a multinational group of companies). Country-by-
country reports will be transmitted automatically on an annual basis to the tax authorities of the countries where these groups
have business units as long as the bilateral or multilateral foundation for the exchange exists. For more information on tax on
corporate transactions see: PLC Tax on Corporate Transactions global guide.

Grants and tax Incentives
30. Are grants or tax incentives available for companies establishing a business in your jurisdiction?
Tax Holidays for new or Expanded Business
Tax holidays can be granted at federal as well as at cantonal level for the establishment of new businesses and for the expansion
of businesses for a maximum of ten years. A significant change of business can be treated in the same way and can qualify
as the establishment of a new business.
To qualify for a tax holiday, the business must be in the interest of the local economy of the receiving canton. The criteria
taken into consideration generally include the creation of new jobs (at least ten to 20 jobs) and technological development,
competition with existing local businesses, the impact of individual tax revenues expected from the jobs created and so on. The
respective tax holiday can lead to a significant reduction or exemption of the profits.
At federal level, tax holidays are also available, however in specific regions only. The business must be of economic relevance
for the whole region. Therefore, not every new or additional business that is granted a tax holiday at the cantonal level can
obtain a tax holiday at federal level as well.
Tax holidays are not granted by the tax authorities, but by the government. The approvals usually include certain requirements
(such as investment amounts, number of jobs to be created and claw-back provisions if the business is ceased within a certain
timeframe).
Special tax Regimes
As a result of the Corporate Tax Reform (entry into force 1 January 2020; see Question 26), holding, domiciliary and mixed
company regimes were abolished. The same applies with respect to special tax regimes applicable to finance branches and
principal companies.
Instead of the abolished tax privileges, new incentives have been created, which include, among others:
• The introduction of a patent box on cantonal/communal level.
• An additional deduction of up to 50% for research and development expenses at cantonal/communal level.
• A transitional regime for the companies which lost a special tax status.
• A notional interest deduction on excess equity on cantonal/communal level, currently only applicable in the canton of
Zurich.

The measures include a step-up in the basis of business assets which can be depreciated for cantonal/communal tax purposes
and a special tax rate for the goodwill created under a privileged tax regime for a limited period of years (e.g. five years in
the Canton of Zug).
Employment
31. What are the main laws regulating employment relationships?
The main laws regulating employment relationships in Switzerland are the Swiss Code of Obligations (CO) and the Swiss
Labour Act and its Ordinances (public law provisions). In addition, additional legislation contains specific rights or obligations
relevant for employment relationships, such as the Swiss Federal Act on Posting of Workers, the Swiss Federal Act on Gender
Equality and the Swiss Federal Act on Data Protection (mainly public law provisions).
As a general rule, the private law provisions to be found in the CO only apply if an employment relationship is governed by
Swiss law. Public law provisions (such as provisions on maximum weekly working time, health protection or the mandatory
minimum working conditions for all employees posted to work in Switzerland by foreign employers) usually apply to all
employees working in Switzerland, regardless of any choice of law (where permitted) in the individual employment contract.
32. What prior approvals (for example, work permits, visas, and/or residency permits) do foreign nationals
require to work in your jurisdiction?
The requirements applicable to foreign nationals to enter the Swiss labour market are listed in the:
• Federal Act on Foreign Nationals (AuG) (Aliens Act).
• Decree on Admittance, Residence and Employment (VZAE).
For EU citizens, the Bilateral Treaty on the Free Movement of Persons applies.
Any foreigner entering Switzerland with or without a business visa can carry out gainful activities in Switzerland for up to
eight days per calendar year without having to apply for a work permit. Visa requirements apply independently of work permit
requirements. Even if a person does not need a visa to enter and stay in Switzerland (for example, US citizens for up to three
months), this does not mean that the person can work for more than eight days in Switzerland without a work permit.
Work Permits
Different types of permit are available depending on the person's nationality.

Employees from non-EU or non-EFTA countries:
• Work permits for citizens of these countries are subject to a nationwide quota.
• The issue of work permits depends on whether the conditions of work and salary are consistent with Swiss standards.
Additional payments (for example, allowances) can be required to match Swiss standards.
• These employees are only permitted to the Swiss labour market if:
• no appropriate candidate throughout Switzerland and EU/EFTA-countries can be found; and
• they are considered specially qualified for the position in question.
• The employer must prove that it has complied with these conditions of work and salary.
• The local labour market does not have priority in intra-company transfers of highly qualified specialists and executive
personnel under the terms and provisions of the General Agreement on Trade in Services (GATS), if the employee has
worked abroad for the same group of companies for at least one year. However, the requirements regarding nationwide
quotas and the conditions of work and salary apply. The following documents or information must be submitted for a
transfer within a group of companies for highly qualified specialists:
• the reason for the application (including information about the company, the project, the job and the foreign
employee);
• a written employment contract or an assignment contract/letter (including information about salary, allowances
and/or coverage of expenses while in Switzerland); and
• a copy of a valid passport.
• All requests of citizens from non-EU or non-EFTA-countries must be submitted with substantiated evidence. This
includes documents about work conditions (assignment letter or work contract), job description and information
about the person (curriculum vitae, diploma and certification). The request must be submitted to the cantonal State
Ministry of Economic Affairs and Employment. The State Ministry of Economic Affairs and Employment of the
respective canton, the Federal Migration Office and the Migration Office of the respective canton must then examine
the documents. The request will only be approved if all three authorities agree.
• For citizens of countries that must have a visa (including the US), the Swiss representation abroad (embassy or
consulate) is authorised to issue a visa. After entering Switzerland, registration at the local residence office of the
community where the employee will live must be made within 14 days if the residence lasts longer than three months.
UK citizens after Brexit:
• The existing bilateral agreements between Switzerland and the EU remained in force with respect to the UK until 31
December 2020.
• The Agreement on the Free Movement of Persons (AFMP) between Switzerland and the EU no longer applies to the
UK from 1 January 2021. From that date, UK nationals are considered third-country nationals.
UK-nationals residing in Switzerland before 1 January 2021: acquired rights:

• The agreement on citizens' acquired rights based on the AFMP has been applicable since 1 January 2021 and allows
Swiss and UK nationals to keep the rights they acquired up to 31 December 2020 based on the AFMP. Family
reunification also remains possible after this date.
• UK-nationals coming to live and work in Switzerland after 31 December 2020 are not covered by the agreement on
acquired rights.
UK-nationals entering Switzerland from 1 January 2021 for the first time: employment:
• Admission requirements: UK-nationals coming to Switzerland to work from 1 January 2021 are subject to the
admission requirements in the Foreign Nationals and Integration Act (FNIA). This means that:
• only essential managers and specialists from the UK will be admitted for employment provided this is in
Switzerland's overall economic interest;
• persons with specialist professional knowledge or skills may be admitted if it can be shown that these skills are
required;
• Swiss residents and EU/EFTA nationals are given preference, and the wage and work conditions standard for the
location, profession or sector must be observed;
• the employer must apply to the local cantonal immigration or labour market authority for a work permit.
• Cross-border service provision up to 90 days per calendar year: Based on the temporary Services Mobility
Agreement between Switzerland and the UK, persons from the UK supplying cross-border services in Switzerland
for up to 90 working days per calendar year (short-term work) can do so using the online notification procedure. This
applies to workers posted by a company based in the UK regardless of their nationality and to self-employed service
providers based in the UK with UK nationality.
• Separate temporary quotas: On 25 November 2020, the Federal Council set the temporary 2021 quota for UK
nationals coming to Switzerland as employees or service providers for over four months at 3,500: 2,100 residence
permits (B-permits) and 1,400 short-stay permits (L-permits). The separate quotas are released quarterly and are
handled by the cantons.
EU or EFTA citizens:
• These citizens have the right to a work permit provided that an employment contract with a Swiss company has been
concluded.
• Applications for (short-term) work and residence permits must be filed with the local authorities. A stay in Switzerland
of an EU/EFTA employee (or a non-EU/EFTA citizen that has been holding a valid EU/EFTA work permit for at least
one year) of an EU/EFTA company for gainful activities for less than three months per calendar year can be registered
online. Usually, the following documents must be submitted:
• passport copy;
• name and address of the employer in Switzerland;
• job title and project in Switzerland;
• start date;

• workdays;
• end of work; and
• hourly wage.
• The request is submitted and dealt with in the same way as for employees from non-EU/EFTA countries. Employees
must be registered at least eight days before they start work. In addition, each company can only let its employees work
abroad for 90 days, independently of how many employees work on the same day(s) in Switzerland.
Citizens of Croatia:
• Croatian nationals benefit from the Agreement on the Free Movement of Persons (from 1 January 2017). However,
transitory provisions apply.
• The regulations for EU/EFTA citizens apply. However, priority of local labour market will apply during the transition
period. In addition, Croatian citizens must apply for a work permit for any gainful activities that exceed eight days
per calendar year (not just after the 90-day period applicable to EUEFTA citizens). The following documents must be
submitted:
• an employment contract/assignment letter;
• a job description;
• a copy of the passport;
• a passport photograph;
• evidence that no proper candidate could be found in Switzerland; and
• a curriculum vitae with diplomas and credentials.
• The request is submitted and dealt with in the same way as for employees from non-EU/EFTA countries.
Residence Permits
In general, every foreign citizen who takes remunerated employment in Switzerland for longer than four months, or who is not
visiting Switzerland as a tourist, requires a residence permit.
Proposals for Reform

33. Are there any impending developments or proposals for reform that concern any of the issues covered in
this Q&A ?
On 19 June 2020, the Swiss parliament finally approved a general reform of corporate law. The Act amending the Swiss Code
of Obligations (Corporate Law Reform Act) originates from a draft bill the Swiss government published for consultation some
thirteen years ago and was revised several times.
The Corporate Law Reform Act, which is expected to enter into force in 2022 at the earliest:
• Seeks to modernise corporate governance by strengthening shareholder rights and promoting gender equality in boards
of directors and in senior management.
• Replaces the provisions of the Ordinance on Excessive Compensation (Minder-Ordinance) with only a few changes.
• Aims to facilitate company formation, makes capital rules more flexible and reforms the rules on corporate
restructurings.
• Introduces certain disclosure requirements for commodity firms.
Further, on 29 November 2020, Swiss voters rejected the Responsible Business Initiative. As a result, the indirect
counterproposal to the initiative is expected to enter into force in 2021. It introduces reporting obligations on environmental,
social and governance (ESG) matters for Swiss companies of public interest, mandatory human rights due diligence and
reporting obligations regarding conflict minerals and child labour.
Contributor profiles
Dr. Christian Kunz, Counsel
Bär & Karrer Ltd

T +41 58 261 52 66
F +41 58 263 52 66
E christian.kunz@baerkarrer.ch
W www.baerkarrer.ch
Professional qualifications. Switzerland, Lawyer
Areas of practice. Dr. Christian Kunz has specialised in data and technology law, internal investigations, white-
collar crime, M&A and general corporate and commercial matters.
He advises Swiss and international clients in the field of data and technology law (including data strategies,
outsourcings, international data transfers, cross-border disclosure requests and issues of Swiss and European data
protection law), conducts large-scale international investigations and e-discovery projects, and assists clients in

white-collar criminal as well as regulatory enforcement proceedings before Swiss and foreign (including U.S.)
authorities and in the development and implementation of compliance programs.
He also regularly advises in private M&A transactions, corporate reorganizations and restructurings and on general
corporate, corporate governance and commercial matters.
Recent transactions
• Advised Diem Association (previously Libra Association) group in its pursuit to build a Swiss and EU
data protection compliant, global DLT-based payment system licensed by the Swiss Financial Market
Supervisory Authority FINMA.
• Advised a Swiss defendant in a US class Action on Swiss Law Aspects of the US Discovery Process, in
particular also relating to cross-border data disclosures.
• Advised Bayerische Versorgungskammer and Universal-Investment on the Purchase and Financing of a

Swiss Real Estate Portfolio.
Languages. German, English, French
Susanne Schreiber, Partner
Bär & Karrer Ltd

T +41 58 261 52 12
F +41 58 263 52 12
E susanne.schreiber@baerkarrer.ch
W www.baerkarrer.ch
Professional qualifications. Switzerland / Germany: Tax advisor, Lawyer
Areas of practice. Tax; mergers and acquisitions; listed companies; banking and insurance.
Recent transactions
• Advising Equistone on the acquisition of Franke Water Systems.
• Advising EMZ Partners on the purchase of a majority stake in Assepro.
• Advising Implenia and Ina Invest on the spin-off, rights offering and listing of Ina Invest Holding on the
SIX Swiss Exchange.
• Advising Capvis on the acquisition of a majority stake in BSI Business Systems Integration AG.
• Advising Novartis on the placement of EUR 1,85 Billion sustainability-linked bond.
• Advising a banking syndicate in the IPO of Landis+Gyr.
• Advising Groupe Acrotec on its placement of CHF70 million 3.75% bonds.
• Advising UBS on its shared services transfer to UBS Business Solutions AG.

• Advising UBS on the transfer of its CHF300 billion retail and corporate and wealth management business,
booked in Switzerland to UBS Switzerland AG.
Languages. German, English
Thomas Stoltz, Partner
Bär & Karrer Ltd

T +41 58 261 59 32
F +41 58 261 59 01
E thomas.stoltz@baerkarrer.ch
W www.baerkarrer.ch
Professional qualifications. Switzerland, Lawyer; civil law notary
Areas of practice. Notarial services; employment; migration and social security.
Recent transactions
• Advising Valora on sale of Naville Distribution to 7Days Group.
• Advising Castik Capital on its partnership with Switzerland's Acrotec Groupe.
• Advising CSA Energy Infrastructure Switzerland on its acquisition of a stake in the Swiss Transitgas
Pipeline.
• Advising The Kusnacht Practice on the acquisition of a controlling stake in Double Check.
• Advising TE Connectivity on completion of acquisition of Jaquet Technology Group.
Languages. German, English, Dutch
Laura Widmer, Partner
Bär & Karrer Ltd

T +41 58 261 54 94
F +41 58 261 59 01
E laura.widmer@baerkarrer.ch
W www.baerkarrer.ch
Professional qualifications. Switzerland, Lawyer
Areas of practice. Litigation; arbitration; general corporate and commercial; internal investigation and cross-
border proceedings; employment; migration and social security; mergers and acquisitions.
Recent transactions

• Advising Combell on the acquisition of Switchplus.
• Advising Stifel Europe on the acquisition of MainFirst.
• Advising GfK on the sale of four divisions.
• Advising SIG Combibloc Group as issuer and Onex as selling shareholder on the IPO of SIG and on the
migration of the holding company from Luxembourg to Switzerland.
• Advising Aduno Group on the acquisition of Accarda.
Languages. German, English.
END OF DOCUMENT
Related Content
Topics
Cross-border - Company Law and Corporate Governance
Practice note: overview
A toolkit for forming a limited company • Maintained
A guide to Practical Law's UK corporate governance materials • Maintained
Practice notes
Forming and Organizing an LLC (DE) • Maintained
Checklists
Corporate governance codes in EU jurisdictions • Law stated as at 11-Feb-2022
Articles
Establishing a private limited liability company in... • Published on 01-Feb-2015
Country Q&A
Tax on Corporate Transactions in Switzerland: Overview • Law stated as at 01-Sep-2021
Tax on Corporate Lending and Bond Issues in Switzerland: Overview • Law stated as at 01-Sep-2021
Employment and Employee Benefits in Switzerland: Overview • Law stated as at 01-Nov-2021
Doing Business in Switzerland: Overview • Law stated as at 01-Jul-2021
Corporate Governance and Directors' Duties in Switzerland: Overview • Law stated as at 01-Aug-2021
Toolkit
Corporate Formation and Housekeeping Toolkit • Maintained

Establishing A Business in Switzerland

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Establishing A Business in Switzerland

Uploaded by

Copyright:

Available Formats

Establishing a business in Switzerland, Practical Law Country Q&A 5-632-1530

Establishing a business in Switzerland

Country Q&A | Law stated as at 01-Jun-2021 | Switzerland

A Q&A guide to establishing a business in Switzerland.

Susanne Schreiber, Partner

Thomas Stoltz, Partner

Laura Widmer, Partner

© 2022 Thomson Reuters. All rights reserved. 1

Basis of Legal System

Federal or Unitary System

The two main forms of business vehicles in Switzerland are the:

© 2022 Thomson Reuters. All rights reserved. 2

• Partnership limited by shares (Kommanditaktiengesellschaft / société en commandite par actions / società in

Unincorporated forms of businesses include the:

• Sole proprietorship (Einzelunternehmen / l'entreprise individuelle / impresa individuale).

• Simple partnership (einfache Gesellschaft / société simple / società semplice).

• General partnership (Kollektivgesellschaft / société en nom collectif / società in nome collettivo).

• Limited partnership (Kommanditgesellschaft / société en commandite / società in accomandita).

Establishing a Presence from Abroad

• Setting up a local branch.

• Incorporating a subsidiary company.

© 2022 Thomson Reuters. All rights reserved. 3

The advantages of local branches over subsidiary companies are as follows:

• For local branches, no statutory minimum company capital is required.

The advantages of subsidiary companies over local branches are as follows:

© 2022 Thomson Reuters. All rights reserved. 4

4. How can an overseas company trade directly in your jurisdiction?

5. What are the formalities for setting up a partnership?

© 2022 Thomson Reuters. All rights reserved. 5

6. What are the formalities for setting up a joint venture?

7. Are trusts (or a local equivalent) available in your jurisdiction?

Forming a Private Company

© 2022 Thomson Reuters. All rights reserved. 6

Tailor-made or Shelf Company

• Registration in the commercial register.

© 2022 Thomson Reuters. All rights reserved. 7

• Application to the commercial register.

• Public deed of incorporation.

• a founders' report signed by all founders; and

© 2022 Thomson Reuters. All rights reserved. 8

© 2022 Thomson Reuters. All rights reserved. 9

• A balance sheet total of CHF20 million.

• Sales revenue of CHF40 million.

• 250 full-time positions on annual average.

See Question 26 for tax reporting obligations.

Branches of Overseas Companies

© 2022 Thomson Reuters. All rights reserved. 10

11. How do companies execute contracts or deeds?

Minimum Capital Requirements

© 2022 Thomson Reuters. All rights reserved. 11

14. Are there restrictions on the transfer of shares in private companies?

Shareholders and Voting Rights

Swiss company law provides for:

© 2022 Thomson Reuters. All rights reserved. 12

In a company limited by shares or an LLC, votes must be counted either:

• Based on the nominal value of the shares held by each shareholder.

• Changes in the company's purpose or legal seat.

• Share capital increases with certain special features.

• Dissolution or merger of the company.

© 2022 Thomson Reuters. All rights reserved. 13

Foreign Investment Restrictions

© 2022 Thomson Reuters. All rights reserved. 14

20. Are there any restrictions on foreign shareholders/company members?