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:
|Swiss AG Company||Corporate Details|
|Type of Entity||AG|
|Type of Law||Civil Law|
|Governed by||Swiss Company Act (updated 2008)|
|Registered Office in Switzerland||Yes|
|Shelf company availability||No|
|Our time to establish a new company||1-2 weeks|
|Minimum government fees (excludes taxation)||240 CHF|
|Corporate Taxation|| |
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%
|Access to Double Taxation Treaties||Yes DTTs are signed with 80 countries|
|Share capital or equivalent|
|Standard currency||100,000 CHF|
|Minimum paid-up||50,000 CHF|
|Bearer shares allowed||Yes, if share capital is fully paid up|
|No par value shares allowed||Yes|
|Publicly accessible records||Yes|
|Location of meetings||Local|
|Corporate directorship allowed||No|
|Publicly accessible records||Yes|
|Corporate shareholder allowed||No|
|Location of meetings||Local|
|Local or qualified||NA|
|Requirements to prepare||Yes|
|Audit requirements|| |
Generally only for larger companies meeting any two of following criteria - CHF 40 Million Turnover, Assets CHF 20 Million + or 250 Employees
|Requirements to file accounts||Yes|
|Publicly accessible accounts||No|
|Recurring Government Costs|
|Minimum Annual Tax||240 CHF|
|Requirement to file an annual return||*Yes (exemptions possible)|
|Migration of domicile permitted||Yes|
*Annual accounts of the AG be audited though an exemption is possible if at least two of the following criteria are met:
In order to form a Swiss company, the minimum information is required:
If opening a personal or corporate bank account there will likely be additional requirements such as professional reference.
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:
The Value Added Tax (VAT) is 8% which is the lowest rate in Europe.
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.
Non-Par Value Shares are not allowed although bearer shares are permitted if the capital is fully paid up.
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%
There needs to be at least one director who must be a local who can also be the shareholder
Only one required and may be the director
Local meetings are required but may be attended by proxy
Principal Corporate Legislation
Swiss Company Act (updated 2008)
Type of Law
No exchange controls
Registered Office Required
Yes a local registered office is required
A local office and a local registered agent is required to fulfill any procedural and statutory activities of the company
Generally only for larger companies meeting any two of the following criteria - CHF 40 Mio Turnover, Assets CHF 20 Mio + or 250 Employees
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
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
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.
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.
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.
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.
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, offshore trusts, getting financial licenses, and accounts in dozens of countries around the world. Get in touch to find out more.
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