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 
• Corporate Details
• Switzerland AG SA Company Incorporation With Offshore Protection

Different types of 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

• 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

 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.

How to set up an Swiss Company

In order to see up an Swiss company a few documents will be needed:

1. Register and secure the name of the proposed company
2. Memorandum and Articles of Association
3. Certificate of Incorporation
4. Appointment of a company director(s)
5. Registry of members and directors
6. Share Certificate(s)

Once your company is formed you can open a corporate bank account which will require KYC and AML verification. All of the steps above can be done virtually, except some countries do require physical in-person visits in order to open a bank account. Get in touch to know the details, as this changes regularly. Once all these steps are completed you will have the incorporation documents sent to your physical address. 

Company Registration Process

In order to register a company, this is what the process will look like:

• Step 1 Offshore Protection works with you to secure a company name with the Company Registry
• Step 2 Offshore Protection works with you to get a Memorandum of Association (MOA)
• Step 3 Offshore Protection helps you to prepare and file incorporation documents
• Step 4 Offshore Protection helps to prepare KYC and AML documents needed to open a corporate bank account
• Step 5 Offshore Protection delivers the certificate of incorporation

Corporate Bank Account

You can open a corporate bank account in most countries around the world with an Swiss company. We have banking connections in dozens of countries, though the ones we recommend will be dependent on your situation as some banks require in-person visits, higher capital, more due diligence, and references, while others have minimal requirements.

We suggest getting in touch for a consultation as there are many variables that go into finding the best place to open a bank account for your company.

Taxation

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

FAQ

Why do businesses register a company in Switzerland?

Businesses register a company in Switzerland because international corporate structures provide asset protection and tax reduction possibilities that are found only in non-resident legal structures. Switzerland offers both a safe and stable offshore jurisdiction with strong confidentiality laws, a favorable tax regime and the ability to benefit from a corporate business environment that is decidedly business-centric. 

The government and regulatory bodies seek to attract regional and international businesses by providing business-friendly policies to attract investors and entrepreneurs into the country.

How much does it cost to start a company?

Switzerland company registration costs vary, which is why we do not include them on our website. Prices depend on the legal and corporate services required, as well as secretary, auditing and signatory services which are often needed (though not always) if you are incorporating a non-resident company.

Registration and incorporation fees for 1st-year companies vary anywhere from 1000-5000USD with 2nd-year fees ranging anywhere from 500-2000USD. However, even these figures are not always the case, as all of this depends on the services required, so beware of any service provider that states their fees exactly, as you will be disappointed in seeing that number change. Get in touch for a price quote.

How to set up a company?

In order to set up an offshore company in Switzerland, you need to fulfill the necessary requirements which mean: (1) pay registration costs (2) get your company name approved (3) submit company documents (Articles of Incorporation, Memorandum of Association etc...) (4) appoint a director(s)/member(s) and (5) get a registered office and secretary if applicable.

Once your company is formed you can open a corporate bank account which will require KYC and AML verification. All of the steps above can be done virtually, except some countries do require physical in-person visits in order to open a bank account. Get in touch to know the details, as this changes regularly. Once all these steps are completed you will have the incorporation documents sent to your physical address. 

Can I open a business bank account for my company?

Opening a business bank account is definitely possible and is one of the main reasons why businesses open a foreign corporation in the first place. However, it often can be the most challenging part of any offshore incorporation process because of the requirements and documents needed in order to satisfy Anti Money Laundering (AML) and Know Your Customer (KYC) laws.

That being said, some jurisdictions are harder than others and we will assist you through the entire process.

Can Offshore Protection create a company for me?

Yes, we can! Offshore Protection has been establishing companies around the world for nearly three decades. We have engaged in client legal and corporate services, including opening companies, swiss trust companies, getting financial licenses, and accounts in dozens of countries around the world. Get in touch to find out more.

Switzerland AG SA Company Incorporation with Offshore Protection

Join thousands of satisfied clients who have experienced the Offshore-Protection advantage for more than 25 years. When you purchase any of our offshore company formation products, you'll get FREE support from our lawyers to help answer your overseas company day-to-day management questions.

Start the Swiss Incorporation process with Offshore Protection today. Order a Swiss company with or without a bank account.

For more information on Swiss Offshore products:

• Switzerland GMBH