Switzerland Corporation: Swiss AG & S.A. Company

Overview: Swiss AG / S.A. (Public Limited Company) Formation Process

Switzerland is one of the most notable and prestigious places in the world to form a company. It boasts of having one of the world's strongest and most developed financial and banking systems in the world and nearly 25% of the world's assets in its banks, strong banking secrecy laws, and strong depositor insurance, it's not surprising why companies and capital flock to Switzerland.

Swiss AG Company or "Aktiengesellschaft" which is German for Public Limited Company is governed by the Swiss Code of Obligations that goes back to 1911 and the more recent Swiss Company Act which was updated in 2008.

A Switzerland AG Company is the most popular form of company formation vehicles in Switzerland due to its flexibility and versatility. An AG company needs only one shareholder, who may also be the director and can have an unlimited number of individual shareholders.

A Switzerland Company also goes by the name Swiss Société Anonyme S.A. and is used interchangeably with AG or PLC.

There are no restrictions in opening up an AG company for foreigners or non-residents, though there are local requirements, such as local meetings (which can be attended by proxy) and local swiss director and office. Though these might put the price higher than your standard cheap offshore tax haven company, but a Swiss Company is worth it.

For more information on Switzerland as an Offshore Financial Center.

Table of Contents:

• Overview: Swiss AG / S.A. (Public Limited Company) Formation Process
• Different types of Swiss Company Formation possibilities
• Advantages of a Swiss AG / S.A. Company
• Top Uses
• Key Corporate Features 
• Incorporation Packages
• Requirements for a Switzerland Company Formation
• Taxation of a Swiss AG Company
• Corporate Details

Different types of Swiss Company Formation possibilities

• "Gesellschaft mit beschränkter Haftung" (GmbH) – Limited Liability Company (LLC)
• "Aktiengesellschaft" (AG) – Joint Stock Company
• "Zweigniederlassung" – Autonomous or dependent branch foreign entity
• "Kommanditgesellchaft" (KG) – LP
• "Kollektivgesellschaft" (OHG) – General LP
• "Einfache Gesellschaft" – LP w/o registration
• "Einzelunternehmen" – Single Enterprise

Advantages of a Swiss AG / S.A. Company

• Most popular Swiss Company Formation
• Establishing a prestigious Swiss Company is a signature of quality
• Great reputation
• Access to financial and banking instruments
• Opportunities for starting ICO, crypto and blockchain companies
• Foreign Ownership: All the shares can be owned by non-residents
• Names of Shareholders are not listed in the Government Registry
• Minimal taxation, Sug has a 8.5% fixed tax rate
• Access to many DTTs
• Stable political and economic environment
• Nominee directors and shareholders are available for added privacy
• Bearer Shares are  allowed for the privacy of shareholders
• Only one shareholder is required to form a Swiss AG
• Switzerland has a strong financial and banking system
• Strong banking secrecy laws
• Minimum of one director is required, who can also be the sole shareholder

Top Uses

• Entrepeunres
• Sole Member businesses
• Startups
• Holding Company
• Trading Company 

Key Corporate Features 

*Annual accounts of the AG be audited though an exemption is possible if at least two of the following criteria are met:

• Balance sheets less than 10 million CHF
• Annual turnover is less than 20 million CHF; or
• Number of employees is less than 50

Incorporation Packages

Includes:

1. Government Registration Fee (First year)
2. Registered Office Address (First year)
3. Registered Agent Services (First year)
4. Company Secretarial Maintenance
5. Certificate of Incorporation
6. Memo & Articles of Association
7. Appointment of 1st Directors
8. Consent Actions of the BOD
9. Share Certificates
10. Register of Directors
11. Register of Officers
12. Register of Shareholders
13. FREE Phone and/or email consultations

Requirements for a Switzerland Company Formation

 In order to form a Swiss company, the minimum information is required:

• Name of Company
• Physical address
• Valid passport

If opening a personal or corporate bank account there will likely be additional requirements such as professional reference.

Taxation of a Swiss AG Company

The Swiss Limited Company AG files its own tax return as a separate legal entity or Corporation.

After approval of registration by the Commercial Registry for corporate Tax and VAT identity numbers. The Company must apply to the Federal Tax Administration.

Taxes are payable to the federal government and the canton in which one is registered. Each Canton has different Tax rates. Given below are the federal and canton corporate tax rates and their ranges:

• Direct federal taxes on profits: 8.5%
• Cantonal tax on profits: 5.9% – 16%
• Cantonal tax on capital: 0.05% – 0.3%
• Total tax burden: 14.5% – 25%

The Value Added Tax (VAT) is 8% which is the lowest rate in Europe.

Corporate Details

Anonymity, Confidentiality and Disclosure

Names of Shareholders can be anonymous as names are not listed in the Government Registry. Nominee directors and shareholders are available for added privacy. Issuance of bearer shares are allowed for the privacy of shareholders. Names of Beneficial owners only have to be disclosed confidentially to banks while account opening for KYC  checks. However, the names of directors are part of the public records of the Commercial Registry which are accessible to the public.  

Company Shares

Non-Par Value Shares are not allowed although bearer shares are permitted if the capital is fully paid up.

Required Capital

The minimum share capital required for a Swiss Limited Company (AG) is 100,000 CHF.  At least 20%, but no less than 50,000 CHF has to be paid in cash or in-kind before the company incorporation process.

CHF must be the currency used Issuance of shares above 250,000 CHF is liable for Capital Duty at the rate of 1%

Directors

There needs to be at least one director who must be a local who can also be the shareholder

Shareholders

Only one required and may be the director

Company Secretary

Not required

Company Meetings

Local meetings are required but may be attended by proxy

Principal Corporate Legislation

Swiss Company Act (updated 2008)

Type of Law

Civil Law

Exchange Controls

No exchange controls

Registered Office Required

Yes a local registered office is required

Local Presence

 A local office and a local registered agent is required to fulfill any procedural and statutory activities of the company

Audit Requirements

 Generally only for larger companies meeting any two of the following criteria - CHF 40 Mio Turnover, Assets CHF 20 Mio + or 250 Employees

Annual Reporting

Yes

Financial Statements Required

Yes, a company is expected to maintain annual financial statements including balance sheet, profit and loss account, as well as any inventory account

Shelf Companies available

No, Shelf companies are not available

Time required to form offshore company

1-2 weeks

Permitted limited liability suffixes

Usually, the companies are allowed to choose any name. The only requirement is the addition of “AG” to the name 

Access to Double Tax Treaties

Yes there are 80 DTT signed

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