Switzerland

Company Formation

The Swiss Civil Code and Code of Obligations provide for two types of entities: the non-profit oriented organization, such as an association and a foundation, and the profit- oriented organization, such as a corporate entity and a partnership. There are four types of corporate entities:
• Corporation (Aktiengesellschaft)
• Corporation with Unlimited Partners (Kommanditaktiengesellschaft)
• Limited Liability company (Gesellschaft mit beschränkter Haftung)
• Cooperative (Genossenschaft)

Further, there are three types of partnerships:
• Ordinary Partnership (Einfache Gesellschaft)
• General Partnership (Kollektivgesellschaft)
• Limited Partnership (Kommanditgesellschaft)

With the exception of the ordinary partnership, all the above mentioned forms of legal entity, generally, must be registered in the Commercial Register. However, an association must comply with this requirement only if it pursues a commercial purpose. The most common type of legal entity is the corporation. There is no personal liability for the shareholders. The shares can be either in the name of a holder or to the bearer. The shareholders can be individuals as well as legal entities. The only obligation of the shareholders is the obligation to pay for the subscribed shares. Not even the articles of incorporation may provide for additional obligations of the shareholders. The shareholders’ meeting, the board of directors, and the independent auditors are the legally prescribed corporate bodies of a corporation. A majority of the directors must be Swiss citizens and domiciled in Switzerland. An annual audited accounting report is compulsory. No business license is required. The incorporation of a corporation is made by a minimum of three founders declaring in a notarized deed the foundation of the corporation, by adopting therein the articles of incorporation, and by appointing the corporate bodies.

The application is filed with the Commercial Register of the Canton of the company’s domicile and, as a rule, must be accompanied by the following documents:
• Public deed of incorporation with enclosures (certified copy of the articles of incorporation, confirmation by a Swiss bank regarding payment of initial equity, letter of acceptance of the directors and of the auditors).
• Resolution of the board of directors regarding its constitution and the granting of signature power to the prospective signatories of the corporation.
• Notarized samples of the signatures of the directors and other persons authorized to sign.
• A declaration of absence of any contribution in kind, and a declaration regarding compliance with the rules regarding the acquisition of real property by foreigners.

The registration in the Commercial Register shall indicate the name; the seat and registered office; the purpose of the corporation; the share capital; the number and the kind of shares; the amount of the share capital paid in; the names, the nationality, and the domicile, as well as the function and the signature power of the directors and other persons authorized to sign on behalf of the corporation are also registered. An interesting alternative of corporate entity that offers similar flexibility and fewer constraints is the limited liability company, which is a combination of a corporation, as a capital-oriented entity, and a partnership, as a personal-oriented entity. The limited liability company is a corporate entity formed for an economic purpose by at least two individuals or legal entities under a company name and with a predetermined capital. There is no personal liability for the partners other than paying in the capital. The articles of incorporation may provide for further obligations of the partners. The partners’ meeting and the managing officers are the legally prescribed corporate bodies of a limited liability company. At least one of the managing directors must be a Swiss resident, but there is no nationality requirement. An annual report is required, but does not necessarily have to be audited. The limited liability company is not required to appoint an auditor.

The registration in the Commercial Register indicates, as a rule, the same information as that of the corporation. However, in addition to that information, the name of each partner and his/its company contribution are registered.