COREDO > Company Formation in Switzerland

Company Formation in Switzerland

Introduction

Switzerland is one of the most stable and prestigious jurisdictions in the world for doing business. The country is located in the heart of Europe, comprises 26 cantons, and despite not being a member of the European Union, actively participates in the European Single Market and the Schengen Area through a system of bilateral agreements. The official currency is the Swiss franc (CHF).

COREDO has been operating since 2016, providing comprehensive company formation services in Switzerland for foreign entrepreneurs — from selecting the appropriate legal form to registration in the commercial register and opening a bank account.

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Advantages of Company Formation in Switzerland

Switzerland is recognised as one of the world’s leading financial centres, accumulating a significant share of global capital. However, the advantages of the jurisdiction extend beyond financial infrastructure alone. The country provides a high level of political and economic stability, creating a predictable environment for long-term business planning. The legislation is oriented towards supporting entrepreneurial activity and protecting investments. A well-developed banking system, one of the best in the world, ensures reliable services for corporate clients.

Additional advantages include a strategic geographical location in the centre of Europe, the possibility of remote company registration, access to a highly qualified workforce, and a competitive tax system with effective rates starting from 12% depending on the canton. In recent years, Switzerland has also established itself as one of the leading hubs for fintech and crypto-asset startups.

Types of Companies in Switzerland

Several legal forms are available for foreign investors in Switzerland.

AG (Aktiengesellschaft)

a joint-stock company. It requires a minimum of three shareholders for incorporation. The share capital must be at least CHF 100,000 (approximately EUR 103,000), of which at least half must be deposited into an account before the registration procedure begins. The company must have at least one director, who is required to be a Swiss resident. Where there are multiple directors, at least half must hold Swiss citizenship or a residence permit.

GmbH (Gesellschaft mit beschränkter Haftung) / SARL / SGL

a limited liability company. This is the most common form for small and medium-sized businesses. It requires a minimum of two members. The minimum share capital is CHF 20,000 (maximum CHF 2,000,000). Director requirements are similar to those of an AG.

Kollektivgesellschaft

a general partnership. It can be established by a minimum of two partners with no minimum capital requirement. The majority of managing partners must be Swiss citizens.

Kommanditgesellschaft

a limited partnership. Similar to a general partnership, but with a distinction between general and limited partners.

Foreign companies are also entitled to open a branch (Zweigniederlassung) in Switzerland; however, it will not be considered a separate legal entity. The branch must be registered in the cantonal commercial register and have a representative who is resident in Switzerland.

When selecting a legal form, it is essential to consider not only capital requirements but also corporate governance specifics, disclosure obligations, and tax implications. COREDO specialists help assess each of these factors and select the optimal structure based on the client’s business goals and scale.

Registration Procedure

Company formation in Switzerland involves the following stages:

Preparation of incorporation documents

drafting the company’s articles of association specifying the legal form, capital size, members’ shares, and management powers. Data on all founders, the deed of incorporation, and the articles of association are required.

01

Notarial certification

all incorporation documents must be notarised by a Swiss notary.

02

Filing of declarations

the registration process requires a Stampa Declaration (confirming the completeness and accuracy of the information) and a Lex Friedrich Declaration (a declaration of compliance with the law restricting the acquisition of real estate by foreign nationals).

03

Deposit of share capital

the required amount must be deposited into a bank account at a Swiss bank, and a bank certificate must be obtained.

04

Registration in the commercial register

(Handelsregister) — documents must be submitted to the cantonal commercial register. Switzerland has 28 commercial registers, with each canton maintaining its own.

05

Provision of a registered office

a registered office address in Switzerland is mandatory.

06

The typical registration period is approximately two weeks, although depending on the legal form and canton, the process may take between 5 and 60 days. It is important to note that Swiss law permits remote company registration — founders are not required to be physically present in Switzerland; however, certain procedures (notarial certification, bank account opening) may require the presence of an authorised representative.

Required Documents

To register a company in Switzerland, the following documents are required:

details of all founders and directors (passport data, proof of address);

the registration application;

the deed of incorporation;

the company’s articles of association;

a bank certificate confirming the deposit of share capital;

the Stampa Declaration and the Lex Friedrich Declaration/

If necessary, a power of attorney for a representative.

The Stampa Declaration confirms that all information submitted for registration is complete and accurate. The Lex Friedrich Declaration (also known as the Lex Koller Declaration) relates to compliance with the legislation restricting the acquisition of real estate by foreign nationals — even if the company does not intend to acquire real estate, this declaration is mandatory at registration.

Taxation

The Swiss tax system consists of three levels: federal, cantonal, and communal. The federal corporate tax rate is 8.5% on net profit (effective rate approximately 7.83%). The combined effective corporate tax rate ranges from approximately 12% to 21% depending on the canton. The most favourable conditions are offered by the cantons of Zug, Lucerne, and Nidwalden.

The standard VAT rate is 8.1%. Dividends paid by Swiss companies are subject to withholding tax at a rate of 35%, which may be reduced or eliminated under double taxation treaties. Switzerland has an extensive network of such treaties with more than 100 countries worldwide, significantly reducing the tax burden for international operations.

It is important to note that since 1 January 2024, Switzerland has implemented a minimum corporate tax rate of 15% for large international groups with a consolidated turnover exceeding EUR 750,000,000, in accordance with the OECD Pillar Two initiative. This restriction does not apply to small and medium-sized businesses.

Opening a Bank Account

Following company registration in the commercial register, one of the first priorities is opening a corporate bank account. Switzerland has one of the most developed banking systems in the world, renowned for its high level of reliability and confidentiality. The process of opening an account at a Swiss bank typically takes approximately one month and involves thorough document verification (due diligence) by the bank.

For new companies, banks generally require the articles of association, confirmation of registration in the commercial register, information on beneficial owners, and a description of the planned business activities. COREDO supports clients at all stages of interaction with banks, including preliminary screening and document preparation.

Regulatory Environment

The Swiss financial market is regulated by FINMA (Swiss Financial Market Supervisory Authority) — the federal supervisory body responsible for ensuring the stability and integrity of the country’s financial system. Companies planning to operate in financial services, banking, or asset management must obtain the relevant licences from FINMA.

Switzerland also actively adapts its legislation to international standards in the field of anti-money laundering (AML) and combating the financing of terrorism (CFT), which ensures a high level of trust from international partners in Swiss companies.

Cost of Services

The cost of company formation in Switzerland depends on the chosen legal form, the canton of registration, and the scope of required support. To obtain a personalised cost estimate, contact the COREDO team — our specialists will prepare a tailored proposal taking into account the specifics of your project.

Case Study: Registering a GmbH for European Trading

Challenge:

An entrepreneur from the CIS planned to establish a trading company in Switzerland to operate in the European market. The requirement was to register a GmbH, secure a registered office, and open a bank account.

Solution:

The COREDO team selected the optimal canton considering the tax burden, prepared the full set of documents in German, arranged notarial certification, and submitted the documents to the commercial register. Simultaneously, the process of opening a corporate bank account was initiated.

Result:

The company was registered within 12 business days. The client gained access to Swiss banking infrastructure and the ability to conduct trading activities across Europe.

Frequently Asked Questions

Can a foreign national register a company in Switzerland?

Yes, foreign nationals are entitled to establish companies in Switzerland. However, for AG and GmbH entities, at least one director must be a Swiss resident with signatory authority. COREDO helps resolve this matter through the selection of a nominee director or the arrangement of a residence permit.

What is the minimum capital required to register a GmbH?

The minimum share capital for a GmbH is CHF 20,000, which must be fully paid up at registration. For an AG, the minimum capital is CHF 100,000, of which at least 50% must be deposited at incorporation.

How long does company registration take?

The standard registration period is approximately two weeks. Depending on the canton and the complexity of the structure, the process may take between 5 and 60 days. With COREDO’s involvement, the preparation phase is shortened thanks to our experience working with Swiss commercial registers since 2016.

What tax advantages does Switzerland offer?

The combined corporate tax rate in Switzerland ranges from 12% to 21% depending on the canton, making it competitive compared to most EU countries. The cantons of Zug and Lucerne offer some of the lowest rates in Europe.

Is it possible to register a company in Switzerland remotely?

Yes, Swiss law permits remote company registration. Founders are not required to be physically present in the country — the necessary procedures can be carried out through an authorised representative. However, for AG and GmbH entities, at least one Swiss-resident director is mandatory. COREDO helps organise the entire process remotely, including the selection of nominee directors and coordination with notaries.

Our Experts

Pavel Kos

Head of Legal. Has been with the COREDO team since June 2017, responsible for the legal support of corporate projects and company registrations.

Start Your Company Formation in Switzerland

COREDO provides full support throughout the company formation process in Switzerland — from consulting on the choice of legal form and canton to tax registration. Since 2016, we have been helping entrepreneurs from various countries build a reliable corporate base in one of the world’s most prestigious jurisdictions.