Setting Up a Company in Switzerland
Switzerland is home to everything from family-owned SMEs to international trading companies, technology businesses, holding structures and multinational groups.
For an entrepreneur, establishing a Swiss company can provide a credible European base within a politically and economically established jurisdiction.
But Switzerland is not simply a jurisdiction in which a company is incorporated online and forgotten.
The legal form, capital, canton, management, ownership and banking requirements all need to fit what the company is actually intended to do.
GmbH / Sàrl or AG / SA?
Two structures are particularly relevant for incorporated businesses.
The GmbH — known as a Sàrl in French-speaking Switzerland — is a limited liability company frequently used by SMEs and owner-managed businesses. It requires minimum capital of CHF 20,000, which must be fully paid in or covered by qualifying contributions in kind.
The AG, or SA in French, is a joint-stock company and is commonly associated with larger businesses, investment structures and companies requiring greater flexibility around ownership and capital.
Its minimum share capital is CHF 100,000, of which at least 20% must be paid in, subject to a minimum paid amount of CHF 50,000.
Both can be established with a single shareholder.
The correct choice therefore depends less on which structure sounds more prestigious and more on ownership, capital, future investors and the purpose of the company.
“A Swiss company should not exist simply for the Swiss address. Its ownership, management, banking and commercial purpose should form one coherent structure.”
Establishing the Company
Swiss incorporation involves more formality than company formation in certain other jurisdictions.
For a GmbH/Sàrl or AG/SA, the incorporation involves articles of association, public authentication before a notary and registration in the relevant Commercial Register. The company acquires its legal existence through that registration.
The articles establish fundamental elements including the company name, registered office, corporate purpose and capital.
This makes it important to determine what the company is actually intended to accomplish before the incorporation documents are prepared.
Can a Non-Resident Own a Swiss Company?
Foreign ownership is possible.
The important distinction is between owning the company and satisfying the requirements for its representation in Switzerland.
A Swiss GmbH/Sàrl must be capable of being represented by at least one person resident in Switzerland. The same principle applies to an AG/SA: at least one person authorised to represent it must reside in Switzerland.
Consequently, an entrepreneur living in London, Dubai or Paris can potentially own a Swiss company without personally relocating to Switzerland, provided the company’s Swiss representation requirements are properly satisfied.
This should not be confused with obtaining Swiss residence or permission to work personally in Switzerland.
The Canton Matters
A company is not established in an abstract concept called “Switzerland”. It has its registered office in a particular canton.
Zurich, Geneva, Vaud, Zug and other cantons can present different commercial environments and cantonal tax considerations.
The cheapest headline tax rate should not automatically determine the choice.
If a company has employees, premises, management or genuine commercial activity in a particular location, those facts can be considerably more important than selecting a canton simply because it looks attractive on paper.
For an international structure, the registered office should therefore make sense alongside the company’s actual business and management.
Company Formation and Banking Are Connected
Capital requirements make banking particularly relevant during Swiss incorporation, but the issue extends beyond depositing the initial capital.
Once operational, the company may require CHF banking, EUR or USD capabilities, international payments, payroll or relationships capable of supporting cross-border commercial activity.
A Swiss certificate of incorporation does not automatically guarantee that a particular financial institution will accept the company.
Ownership, directors, activity, customers, countries involved and expected transactions can still be examined during banking onboarding.
That is why we consider the company and its future banking architecture together, rather than treating the account as something to solve after incorporation.
A Swiss Company Within an International Structure
Consider an entrepreneur resident in Britain who trades across Europe and wants to establish genuine operations in Switzerland.
A Swiss company may have a clear commercial role.
But the wider structure could still involve British personal residence, shareholders elsewhere, customers across Europe and banking relationships in several currencies.
Another entrepreneur with no Swiss commercial connection may require an entirely different structure.
The objective is not simply to answer:
“Can we establish a company in Switzerland?”
It is to determine what the Swiss company is supposed to do once it exists.
Why Sutterson Reed?
Sutterson Reed approaches Swiss company formation as part of the client’s wider international financial affairs.
We consider the proposed activity, ownership, directors, residence, canton, capital requirements, banking and international relationships before coordinating the establishment of the appropriate structure.
Where required, the company can therefore be considered alongside international banking and the client’s broader cross-border arrangements.
The result should not simply be a Swiss registration.
It should be a company with a defined purpose and the financial infrastructure required to operate.
Discuss Your Swiss Company Requirements
Whether you are establishing a Swiss operating company, expanding an existing business into Switzerland or considering a Swiss entity within an international structure, speak with Sutterson Reed about what you are trying to accomplish.
