Corporations

How to set up a corporation in Switzerland...

A capital company has a share capital of at least CHF 100,000. There is no personal liability for the owners. On establishment, 20 percent of the share capital must be paid-in (a minimum of CHF 50,000). The nominal value of shares must be at least one Swiss Cent. Share are divided into registered or bearer shares.

To establish a corporation:

  • Founders can be individuals or legal entities
  • A public deed of incorporation must be drawn-up by a notary public
  • Formation and auditor's report for companies established on the basis of contribution in kind, acquisition of assets and for the granting of special advantages is required

The minimum content for the articles of incorporation include:

  • Company name and registered office address
  • The company's name must be true, clear and unique and must include the indication of the legal form of the company (AG, SA or Ltd.). The availability of company names may and should be checked before the incorporation, but may not be reserved. Regarding the office address, the company may either have offices of its own, or seek domicile with another company or individual.
  • Company purpose in clear terms
  • Amount of share capital and pertinent contributions (in cash, in kind or by off-setting debt)
  • Number, type(s) and nominal value of shares
  • Rules on the convocation of general meeting and shareholder voting rights
  • Bodies responsible for administration (board of directors) and audit (statutory auditors)
  • Method used for notices/announcements to shareholders
Information supplied by Dr. Michael A Meer, Attorney at Law, LL.M. GHR Rechtsanwaelte AG, Bern / Zürich. Tel: +41 (0)58 356 5050, e-mail / web: www.ghr.ch Copyright © 2009 GHR Rechtsanwälte AG. All Rights Reserved