Company Formation Survey 2008


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		1. Company Law:	Swiss Code of Obligations.
		2. Types of company:	Aktiengesellschaft (AG) or Société anonyme (SA) and Gesellschaft mit beschränkter Haftung (GmbH) or Société à responsabilité limitée (SàRL).
		(a) type of company preferred for international transactions:	For international transactions, the AG or SA is the most commonly used type of company. There are various reasons for this, a) the AG has corporate personality, and (barring gross misuse), effectively insulates the shareholders from liability and from direct personal taxation. b). Given the flexibility of the AG as a company form, and the relatively large number of AGs existing, the use of an AG very often represents a tried and proven solution with no legal surprises. In most cases the same results can be achieved at lower cost by the use of a GmbH or SˆRL (a limited liability which also possesses the corporate personality). In other cases, a more personalised (non-corporate) form of company (several kinds of partnerships) may be used to avoid the creation of a taxable entity, thus possibly involving the members of the company in personal taxation and inducing their personal liability. This also avoids the double taxation inherent in acting through a company such as an AG or GmbH, which has corporate personality.
		(b) shareless companies:	There are shareless companies of various kinds. The AG itself has shares by definition, but no certificates need be issued and the shares can be in bearer form. The GmbH does not have shares but a record is kept of the extent of the participation of the various members. Various forms of personalised companies are also shareless, but it is axiomatic that in every association of persons there must be an understanding about the providing of capital and resources, the attribution of profits or loss and the running of the company, mostly in form of an agreement between the partners.
		3. Capital requirements:	Minimum statutory requirements are CHF 100,000 for an AG resp; CHF 20,000 for a GmbH. There are certain rules against thin capitalisation.
		4. Costs to incorporate, excluding government fees:	1% stamp duty on nominal capital in excess of CHF 250,000.
		5. Fees paid to authorities to incorporate:	Stamp duty as above, also registration costs, plus notary costs (the resolution of the founding meeting needs to be embodied in a publicly authenticated deed signed by a notary).
		6. Annual fees paid to authorities:	None, but companies are subject to annual taxation.
		7. Taxation rates applied to companies generally:	Federal taxes of around 8.5% (effectively around 7.7%); cantonal taxes vary both for the various cantons and in function of the companyÕs activity (between 15% Ð 32% effectively).
		(a) the taxation of companies in 2 (a)	There are several types of so-called auxiliary or domiciliary companies which may pay 0% cantonal income tax, or cantonal tax at a very low rate 1% - 7.5% depending on canton and function of the company.
		8. Method of incorporation:	Incorporation is carried out by the incorporators holding a meeting to found the company. Following this, the company has to be registered with the register of commerce. The resolutions of the founding meeting must be embodied in a publicly authenticated deed before a notary.
		9. Who may incorporate - specify what, if any, local representatives/ professionals required?	Any physical or corporate individual. Three individuals are required for an AG, two for a GmbH; no local representatives are required for the incorporation as such, however, the company needs local representation to be registered.
		(a) are ready made companies available?	Ready-made companies may be available but the trade in shelf companies is frowned upon by the tax authorities.
		10. Length of time to incorporate:	Depending on the canton, it may be two weeks or more (usually less than one month).
		11. Minimum members:	After incorporation one member is required for an AG, a GmbH can be set up by one or more persons (or companies).
		12. Registered office:	A registered office is required. Brass plate is accepted.
		(a)Can the registered office be a bank/ lawyer/ accountant's office (brass plate)?	In practice, a certain minimal control function must be exercised at the registered office, such as at a trustee's office.
		13. Directors and secretary:	The AG requires one or more directors (see below), a secretary is not required.
		(a) Must a director/ secretary be resident?	In a GmbH at least one signatory must be resident in Switzerland, usually a member of the governing body. This rule has also been introduced for the AG, thus the old rule of having a majority of directors being Swiss citizens resident in Switzerland no longer applies.
		(b) Are Corporate Directors allowed?	No.
		14. Appointee directors/ secretary possible?	Possible, in fact, common.
		15. Amount of fees payable to appointee directors/ secretary:	Negotiable, usually in excess of SFr 4,000 per annum.
		16. Meetings:	In principle, the shareholders or members meetings must be held annually; board meetings must be held as often as the company's business requires.
		17. Annual return:	Annual returns are required.
		(a) Must financial statements of a company be audited?	Yes.
		18. Is disclosure of profits required by filing balance sheets with annual returns?	Only in connection with tax return.
		19. Are there any exchange control or other financial restraints imposed upon a company?	None, but the rules against money laundering require extensive and accurate reporting about financial transactions.
		20. Companies formed in the last year:	Cantons have their own numbering of companies in the respective registries; total number not available.
		21. Number of companies on the company register altogether:	As above.
		22. How, if any, is migration into and out of the jurisdiction achieved?	Migration from one canton to another is achieved by amending the articles; migration outside of Switzerland is possible; fiscally, it is considered as liquidation of the company and triggers taxation of liquidation profits, if any.
		23. Is migration out of your country provided for?	Yes, under exceptional circumstances.
		24. Any amendments to company law over the last 12 months:	The section of the law governing the GmbH was extensively modified and in general brought in line with current AG rules. Some of the changes in the GmbH law, however, were also made applicable to the AG.
		25. Anticipated amendments to company law over the next 12 months:	No.
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