Switzerland
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The joint stock corporation (AG; Art. 620 et seq. Swiss Code of Obligations, CO) is the corporate vehicle most commonly chosen by foreign investors to conduct business activities in Switzerland. In addition, the limited liability company (GmbH; Art. 772 et seq. CO) where the minimum capital requirements are lower is also widely used and is structured in a more person-oriented manner compared to the AG.
The incorporation of an AG and a GmbH requires a notarized deed and registration in the Commercial Register.
Accounting records and supporting documents may be maintained and stored electronically (Art. 958f CO).
A fully digital incorporation without notarization is not possible.
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The AG and the GmbH may be incorporated and wholly owned by a single person. This applies irrespective of whether the shareholder/member is a natural person or a legal entity and whether such person has its registered office or domicile in Switzerland or abroad.
The statutory minimum share capital of an AG is CHF 100,000. Upon incorporation, at least 20% of the nominal value of each share, but in total at least CHF 50,000, must be paid in (Arts. 621 and 632 CO).
The minimum quota capital of a GmbH is CHF 20,000 and must be fully paid in upon incorporation (Art. 773 CO).
Under certain conditions, the capital may also be denominated in a foreign currency that is essential to the company’s business operations, provided that the statutory currency equivalent (Swiss Francs) is met at the time of incorporation.
Neither an AG nor a GmbH can be incorporated without an initial capital contribution. Contributions do not necessarily have to be made in cash. Subject to statutory requirements, they may also be made in the form of a contribution in kind or by setoff.
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Natural persons and legal entities may incorporate companies in Switzerland and hold interests in such companies. There are no specific approval, registration, or other requirements solely as a result of foreign ownership, except for the purchase of residential or investment properties where foreign investors residing abroad generally require authorization for such purchases, while properties used as permanent business establishments are typically exempt.
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There are no nationality or tax domicile requirements applicable to members of the board of directors of an AG or to the managing directors of a GmbH.
Both AG and GmbH need to ensure that at least one person authorized to represent the company is resident in Switzerland.
In the case of an AG, at least one person authorized to represent the company and resident in Switzerland must be a member of the board of directors or an executive officer (Art. 718 para. 4 CO).
In the case of a GmbH, the company must be represented by at least one person resident in Switzerland; such person must be a managing director or a manager (Art. 814 para. 3 CO).
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Jürg Bühlmann (j.buehlmann@bkp-legal.ch) and Dr. Daniela Koenig (d.koenig@bkp-legal.ch) are the principal contacts for foreign investors seeking advice on company formation, corporate governance and ongoing compliance matters.
