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2.1. Main Formation Requirements

The establishment of the different types of companies in Switzerland is relatively straightforward, and can be completed very quickly.

The incorporation process includes the registration with and the approval of the cantonal and commercial register and its federal supervisory body. The incorporation and subsequent changes of the registration (e.g. change of domicile or business name, increase of share capital etc.) are published in the Swiss Commercial Gazette (www.shab.ch).

The commercial register is public and online accessible (www.zefix.ch).

Incorporated Companies

Stock Company and Limited Liability Company

In order to incorporate a company in Switzerland, the (at least one) founder members have to declare in a public deed in front of a Swiss notary that they are forming a company, lay down the article of association and appoint the governing bodies. In this public deed, the founders subscribe for the shares and declare that all shares are validly subscribed for, that the promised capital contributions correspond to the full issue price and that the requirements for payment of capital contributions (contributions in kind are also possible) prescribed by law and the articles of association are met.

For a cash incorporation a separate bank account with a Swiss bank opened only for the purpose of the incorporation is needed. The bank needs to issue a certificate that confirms that the initial share capital was deposited at the free disposal of the company in incorporation. The deposited funds are blocked until the company is registered with the commercial register.

For getting legal personality, the company must be registered in the commercial register at its statutory domicile.

Partnerships

Partnerships come into existence as soon as the partners agree to pursue one of the needed objectives, regardless of if they are aware of it. A registration in the commercial register is necessary if the partnership operates a commercial business.

Sole Trader

Sole Trading begins with the activity of an independent character. This activity has to be announced to the Swiss Compensation Office. With gross proceeds of over CHF 100’000.00 an entry in the commercial registry is required.