Corporate law and related services

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The favorable business environment in Switzerland is attracting more and more businesspeople from all over the world wishing to incorporate Swiss companies.

The demand for Swiss companies continues to grow despite the fact that Switzerland is not a low-tax jurisdiction. This is due to a number of factors.

  1. Swiss companies are prestigious. And a Swiss company with an account opened with a Swiss bank is a doubly reliable and prestigious one. In recent years, Swiss banks have gotten rid of clients who were unable to confirm the sources of their income and their declaration in their domicile or bear any other reputational risks for the bank. The fact that a Swiss bank has relations with the operating company may be considered a marker of its reliability and integrity.
  2. Stability of the Swiss legal system. The main codes governing legal relations between individuals and legal entities are the Civil Code (Zivilgesetzbuch/Code civil) of 1907, and the Code of Law of Obligations (Obligationenrecht /Code des obligations) of 1911. But the respectable age of the law sources must not prevent Switzerland from reacting in a timely manner to modern trends, while keeping to the freedom-of-contract doctrine.The freedom-of-contract doctrine predetermines a number of business opportunities (settlements in any currency, transactions and settlements using cryptocurrency, conclusion of contracts on behalf of a not yet incorporated legal entity, no currency control, and much more).
  3. Tolerant attitude of tax authorities towards taxpayers and special fiscal treatment. In Switzerland, it is possible to conclude an agreement with the tax authorities on the reduction of the tax rate, on the special taxation of a certain transaction or operation, on the tax payment by installments.
  4. Foreign-policy neutrality. Switzerland is neither a NATO member nor an EU member. No restrictions, sanctions, acts issued by interstate entities are binding in Switzerland.
  5. Free trade regime between Switzerland and the EU. Despite the fact that Switzerland is not a member of the EU, its residents (including companies) enjoy a wide range of economic rights in the EU member states. The EU is Switzerland’s most important market for both exports and imports. The products from the EU and EFTA circulate on the market without restrictions and customs barriers.

 


 Jost&Partners swiss law firm provides services for the incorporation of companies in Switzerland and their further support. Our specialists will design constituent documents for you, provide a legal address, provide director services (director services are to be provided by persons with legal or financial education), provide accounting and tax reporting, and, if necessary, deal with substance-based issues (real physical presence of entity).


 

Establishment of Limited Liability Company

A limited liability company may be incorporated by a non-resident of Switzerland (either by individual or a legal entity). Option of a remote establishment of a limited liability company is available.

In Switzerland, the register of legal entities (www.zefix.ch) is public. In the register, data on the founders of the limited liability company (both previous and current) is visible to all. So everybody may receive information about the founders of a limited liability company (both previous and current). Some cantons even provide an option of downloading all constituent documents from the server, including scans of signatures, passport numbers and other information about all founders / parties authorized to incorporation.

The minimum number of its founders must be 1.

The minimum authorized capital must be CHF 20,000. By the moment of registration of the Limited liability company, the authorized capital must be fully formed. For this, the funds of the authorized capital are to be credited to a special bank account opened with the sole purpose of formation of the authorized capital. Respectively, the funds of the authorized capital are then to be transferred to the ordinary bank account opened on behalf of an already incorporated limited liability company. Immediately after entering the LLC into the commercial register, the entire authorized capital may be used for the needs of the company.

A legal address in Switzerland is a must.

Director (directors). The number of directors must be 1 and more (at least on of them must be a Swiss resident). In case of a collegial governing body, one of the directors must be a Swiss resident.

Accounting is a must.

Financial reporting is a must.

For non-listed companies, an audit is mandatory provided two of the following three conditions are met:

  1. The balance of the company is over CHF 20,000,000;
  2. The annual income of the company is over CHF 40,000,000;
  3. The company employs over 250 full-time employees.

We are to draw all necessary documents in the state language.  As a separate option,  Jost & Partners Swiss law firm may provide legal translation of constituent and other documents into English.

 

Establishment of Joint Stock Company

A joint stock company may be incorporated by a non-resident of Switzerland (either by individual or a legal entity). Option of a remote establishment of a joint stock company is available.

In Switzerland, the register of legal entities (www.zefix.ch) is public. But unlike the data on the LLC shareholders, the data on the JSC shareholders is hidden. From November 1, 2019, only listed companies may have bearer shares, other companies may only have right to issue registered shares.

The minimum number of its founders must be 1.

The minimum authorized capital must be CHF 100’000. The authorized capital may be formed in freely convertible currency. The minimum par value per share may be CHF 0.01. By the moment of registration of the Joint Stock Company, the authorized capital must be formed by at least 50%. It may also be allowed to form the authorized capital not only in cash, but also by depositing other assets. If the authorized capital is formed in cash, the funds of the authorized capital are to be credited to a special account in the bank opened with the sole purpose of formation of the authorized capital. Respectively, the funds of the authorized capital are then to be transferred to the ordinary bank account opened on behalf of an already incorporated joint-stock company.

A legal address in Switzerland is a must.

Director (directors). The number of directors must be 1 and more (at least on of them must be a Swiss resident). In case of a collegial governing body, one of the directors must be a Swiss resident.

Accounting is a must.

Financial reporting is a must.

For non-listed companies, an audit is mandatory provided two of the following three conditions are met:

  1. The balance of the company is over CHF 20,000,000;
  2. The annual income of the company is over CHF 40,000,000;
  3. The company employs over 250 full-time employees.

We are to draw all necessary documents in the state language.  As a separate option,  Jost & Partners Swiss law firm may provide legal translation of constituent and other documents into English.