Swiss AG (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 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 versitility. An AG company needs only one shareholder, who may also be the director and can have an unlimited number of individual shareholders.
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.
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 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 of a Swiss AG Company
- Entrepeunres
- Sole Member businesses
- Startups
- Holding Company
- Trading Company
Key Corporate Features of a Swiss Company
| Swiss AG Company | Corporate Details |
| General | |
| 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 |
| Directors | |
| Minimum number | One |
| Local required | Yes |
| Publicly accessible records | Yes |
| Location of meetings | Local |
| Corporate directorship allowed | No |
| Shareholders | |
| Minimum number | One |
| Publicly accessible records | Yes |
| Corporate shareholder allowed | No |
| Location of meetings | Local |
| Company Secretary | |
| Required | No |
| Local or qualified | NA |
| Accounts | |
| 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 |
| Other | |
| 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:
- Balance sheets less than 10 million CHF
- Annual turnover is less than 20 million CHF; or
- Number of employees is less than 50
Swiss Offshore Company Incorporation Packages
Includes:
- Government Registration Fee (First year)
- Registered Office Address (First year)
- Registered Agent Services (First year)
- Company Secretarial Maintenance
- Certificate of Incorporation
- Memo & Articles of Association
- Appointment of 1st Directors
- Consent Actions of the BOD
- Share Certificates
- Register of Directors
- Register of Officers
- Register of Shareholders
- FREE Phone and/or email consultations
Requirements for a Switzerland Company Registration
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 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 of a Swiss Offshore Corporation
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
Switzerland AG Company Incorporation with Offshore-Protection
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