OFFICIAL GUIDE TO SHIP & YACHT REGISTRIES

Switzerland

Shipowner Eligibility 

A Swiss individual residing in Switzerland or a Swiss legal entity are eligible to register a ship in Switzerland. The information provided below assumes the use of a Swiss corporation (Aktiengesellschaft) as this is the form of legal entity usually chosen for ownership of a vessel. Nevertheless, similar rules apply to all other forms of legal entities.

A Swiss corporation owning a vessel under Swiss flag must have its registered office and its centre of business in Switzerland. The shareholders are registered with their name, address, nationality, and their interest in the company. Furthermore, the majority of shareholders, owing at least two thirds of the votes, have to reside in Switzerland and be Swiss nationals. Where the shareholder is a legal entity, the latter’s ultimate beneficial owner and its board of directors have to be Swiss for a certainty. Two thirds of the board of directors must have Swiss nationality, and the majority must reside in Switzerland. The shipowner must have equity for at least 20% of the ship’s book value. Further, some restrictions apply to the creditor(s) who finance the vessel, namely, Swiss influence on the vessel-owning company as well as on the vessel itself has to be maintained. Furthermore, the foreign creditor is obliged to accept the repayment of the credit upon request of the Maritime Navigation Office. If the requirements are met, the Swiss Maritime Navigation Office issues an official declaration of conformity, which is necessary for the registration of the vessel.

About the Flag

Switzerland, a confederation located in central Europe, was granted a status of neutrality at the 1815 Vienna Congress, a guarantee that has never been broken. The Alps and Jura mountains cover 70% of the Swiss territory. The executive branch is constituted by a collegial government of seven Ministers, one of which becomes in turn the Chief of State and Head of Government for a year. The legislative power is constituted by a bicameral Federal Assembly. The legal system is based on civil law and was initially influenced by the laws of France and Germany. The capital of Switzerland is Bern. German, French, Italian, and Romansch are the four official languages.

Switzerland’s economy is one of the most prosperous in the world. Stable political, economic, and social conditions have combined to create a major banking and finance centre. Traditions of discretion and banking secrecy have also strengthened this attraction. High technology equipment, precision instruments, and machinery are the main exports. Additionally, the spectacular natural beauty and renowned peacefulness of the Swiss countryside sustain a substantial tourism industry. The main commercial partner is the European Union. The currency is the Swiss franc, and the most important business centers are Zurich, Geneva and Basel.

Switzerland has a maritime fleet that is the responsibility of the Swiss Maritime Navigation Office (SMNO) which in turn is part of the Federal Department of Foreign Affairs (FDFA). The SMNO also keeps a register of all Swiss sea-going yachts and small craft.

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.

Taxation

There is no particular tax system regarding shipowners and seafarers, the ordinary tax system being applicable. In Switzerland, there exist a federal tax, a cantonal tax, and a communal tax. Swiss corporations are liable for taxation on their worldwide income at federal and cantonal level. In addition, Swiss corporations are subject to capital taxation on their capital, reserves, and retained earnings. Each of the 26 Swiss cantons has its own tax law. As a general rule, Swiss corporations are assessed on their net profit as shown by statutory financial statements prepared in accordance with generally accepted accounting principles at income tax rates that are generally in the range of 28 to 40%, depending on the canton. Depending also on the canton where the corporation is located, it is, in addition, possible to obtain special tax status, subject to specific conditions.

Specific tax treaties concerning maritime activities providing for the avoidance of double taxation on a reciprocal basis have been signed between Switzerland and Argentina, Brazil, Burundi, Ghana, Lebanon, Malta, Poland, Rwanda, Uruguay, Venezuela, Yugoslavia and Zimbabwe. Switzerland has entered also into more than 60 general double taxation agreements, principally with all the EU partners, but also with Australia, Bulgaria, Canada, Croatia, China, Czech Republic, Ecuador, Egypt, Iceland, India, Indonesia, Ivory Coast, Kazakhstan, Kuwait, Jamaica, Japan, South Korea, Macedonia, Malaysia, Mexico, Moldavia, Morocco, New Zealand, Pakistan, Philippines, Poland, Russia, Singapore, Slovakia, Slovenia, South Africa, South Korea, Sri Lanka, Thailand, Trinidad and Tobago, Tunisia, United States of America, Venezuela, and Vietnam.

Registration and Documentation

Applications for vessel registration are filed with the Swiss Maritime Navigation Office in Basel and shall contain the following information:

• Name and seat of shipowner;
• Approved name of the vessel, vessel’s measures and tonnage;
• Type, principal purpose, materials used in the construction, and means of propulsion of the vessel;
• Shipbuilder, and the date and place of construction;
• Previous flags and owners of the vessel, if applicable;

Applications need to be accompanied by the following documents:

• Official declaration of conformity; the admission of seaworthiness; the approval of the name; evidence of ownership.
• Original Deletion Certificate from the previous register, if applicable;
• Written declaration by the owner, stating that no registration of the vessel shall be made in another country;
• All information concerning current mortgages and a declaration of acceptance that the mortgages will be registered in Swiss francs and will be subject to Swiss law. Where the mortgagee is not Swiss, evidence that its status as creditor is permitted by law.

Basel is the exclusive place of registration in Switzerland, but vessel registrations may be effected also through a Swiss Consulate. The Certificate of Registration has no expiry.

Bareboat Charter Registration

The principle of bareboat charter registration does not exist under Swiss law.

Vessel and Yacht Eligibility & Survey Requirements

There is no age limitation for ships, but vessels shall be regularly inspected. A minimum size of 300 GRT, and the highest class of a classification society recognized by the Swiss Maritime Navigation Office are required. Switzerland recognizes the following classification societies:

• American Bureau of Shipping
• Bureau Veritas
• DNV (On 1 March 2021 DNV GL became DNV.)
• Lloyd’s Register of Shipping
• Nippon Kaiji Kyokai

Crewing

There are no nationality requirements for officers and crew. A recognized professional certificate, and a medical certificate, evidencing the physical fitness of the individual are required. The captain and first mechanical officers must be at least 23 years old; first deck officers and second mechanical officers must be at least 21 years old; and all other officers at least 20 years old. All major conventions concerning crewing have been ratified by Switzerland.

Mortgages

Swiss law provides for one form of mortgage over a vessel. Aside from this contractually agreed mortgage, the law provides for maritime liens over the vessel. Both have to be registered at the Swiss Vessels Register Office. The shipowner is allowed to finance 80% of the book value of the vessel through third parties. Such financing, however, is not to affect the required Swiss influence on the vessel and shipowner. Furthermore, financing through a foreign creditor is allowed only if the creditor is obliged to accept the repayment of the credit upon request of the Swiss Maritime Navigation Office. For some vessels, and upon special application, it is possible that the Swiss Confederation stand surely for a maximum of 85 % of the purchase price or building costs.

Fees

For tax and fee information contact:

FDFA Swiss Maritime Navigation Office - SMNO
Elisabethenstrasse 33
4010 Basel
Switzerland
Phone
+41 (0)58 467 11 20
Email
dv.ssa@eda.admin.ch

Yachts section:
Phone +41 (0)58 467 11 26

Small boats section:
Phone +41 (0)58 467 11 27
Email
dv.ssa@eda.admin.ch

Company Formation
Federal Office of Justice
Federal Commercial Registry Office
Bundesrain 20
3003 Bern
Switzerland
Tel: [41] (31) 322 41 96
Fax: [41] (31) 322 44 83
Email: ehra@bj.admin.ch
Website: http://www.zefix.admin.ch

Taxation
Swiss Federal Tax Administration
Eigerstrasse 65
3003 Bern
Switzerland
Tel: [41] (31) 322 71 06
Fax: [41] (31) 322 73 49
Email: sd@estv.admin.ch
Website: http://www.estv.admin.ch

Shipowners Association
Swiss Shipowners Association
Case Postale 48
1020 Renens 1, Switzerland
Tel: [41] (21) 637 2201
Fax: [41] (21) 637 2202
Email: enquiries@suisat.com
Website: www.suisat.com

Contact

FDFA Swiss Maritime Navigation Office - SMNO
Elisabethenstrasse 33
4010 Basel
Switzerland
Phone
+41 (0)58 467 11 20
Email
dv.ssa@eda.admin.ch

Yachts section:
Phone +41 (0)58 467 11 26

Small boats section:
Phone +41 (0)58 467 11 27
Email
dv.ssa@eda.admin.ch

Shipowners Association
Swiss Shipowners Association
Case Postale 48
1020 Renens 1, Switzerland
Tel: [41] (21) 637 2201
Fax: [41] (21) 637 2202
Email: enquiries@suisat.com
Website: www.suisat.com

Stockholm Agreement 96
IMO Convention 48
* IMO amendments 91 
* IMO amendments 93
SOLAS Convention 74
SOLAS Protocol 78
SOLAS Protocol 88
LOAD LINES Convention 66
LOAD LINES Protocol 88
TONNAGE Convention 69
COLREG  Convention 72
CSC Convention 72
CSC amendments 93
SFV Protocol 93
STCW  Convention 78
STCW-F Convention 95
SAR  Convention 79
STP Agreement 71
STP Protocol 73
IMSO Convention 76
INMARSAT OA 76
INMARSAT amendments 94
INMARSAT amendments 98
IMSO amendments 2006
IMSO amendments 2008
FACILITATION Convention 65
MARPOL 73/78 (Annex I/II)
MARPOL 73/78 (Annex IV)
MARPOL 73/78 (Annex V)
MARPOL Protocol 97 (Annex VI)
London Convention 72
London Convention Protocol 96
INTERVENTION Convention 69
INTERVENTION Protocol 73
CLC Convention 69
CLC Protocol 76
CLC Protocol 92
FUND Convention 71
FUND Protocol 92
FUND Protocol 2003
NUCLEAR Convention 71
MARPOL 73/78 (Annex III)
PAL Protocol 76
PAL Protocol 90
PAL Protocol 02
LLMC Convention 76
LLMC Protocol 96
SUA Convention 2005
SUA Protocol 2005
SALVAGE Convention 89
OPRC  Convention 90
HNS Convention 96
OPRC/HNS 2000
BUNKERS CONVENTION 01
ANTI FOULING 01
BALLASTWATER 2004
NAIROBI WRC 2007
HONG KONG CONVENTION
HNS PROT 2010
Cape Town Agreement 2012
SUA Convention 88
SUA Protocol 88

IMO Conventions

Status of Conventions Switzerland

IMO Convention 48 x
SOLAS Convention 74 x
SOLAS Protocol 78 x
SOLAS Protocol 88
SOLAS Agreement 96
LOAD LINES Convention 66 x
LOAD LINES Protocol 88
TONNAGE Convention 69 x
COLREG Convention 72 x
CSC Convention 72
CSC amendments 93
SFV Protocol 93
Cape Town Agreement 2012
STCW Convention 78 x
STCW-F Convention 95
SAR Convention 79
STP Agreement 71
Space STP Protocol 73
IMSO Convention 76 x
INMARSAT OA 76 x
IMSO amendments 2006
IMSO amendments 2008
FACILITATION Convention 65 x
MARPOL 73/78 (Annex I/II) x
MARPOL 73/78 (Annex III) x
MARPOL 73/78 (Annex IV) x
MARPOL 73/78 (Annex V) x
MARPOL Protocol 97 (Annex VI) x
London Convention 72 x
London Convention Protocol 96 x
INTERVENTION Convention 69 x
INTERVENTION Protocol 73 x
CLC Convention 69 d
CLC Protocol 76 x
CLC Protocol 92 x
FUND Protocol 76
FUND Protocol 92 x
FUND Protocol 2003
NUCLEAR Convention 71
PAL Convention 74 x
PAL Protocol 76 x
PAL Protocol 90
PAL Protocol 02
LLMC Convention 76 x
LLMC Protocol 96
SUA Convention 88 x
SUA Protocol 88 x
SUA Convention 2005 x
SUA Protocol 2005 x
SALVAGE Convention 89 x
OPRC Convention 90 x
HNS Convention 96
HNS PROT 2010
OPRC/HNS 2000
BUNKERS CONVENTION 01 x
ANTI FOULING 2001 x
BALLASTWATER 2004 x
NAIROBI WRC 2007 x
HONG KONG CONVENTION

x= ratification
d=denunciation

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