To incorporate in Switzerland, start by choosing the right business structure and hiring knowledgeable liaisons.
Switzerland is a modern economy with low unemployment, a skilled labor force, and a per capita GDP that’s among the highest in the world. These are just a few reasons it may be a smart move to do business in the country.
As it stands, creating a business in Switzerland can be tricky. But with the right knowledge and expert help, you can incorporate to expand your business into this thriving country.
Can I start a business as a non-Swiss citizen?
Switzerland generally allows foreigners to start a business in the country. However, it distinguishes citizens of the EU and European Free Trade Association from citizens of other countries, limiting the rights of non-EU/EFTA members to freely conduct business.
In general, to be eligible for residency, you’ll need to spend 90 days in the country.
What kind of entity makes sense?
There are five common entities for foreign investors who want to do business in Switzerland: sole proprietorship, limited liability company, general partnership, joint-stock company and representative office.
This is the most straightforward way to set up a business in Switzerland, with fewer startup costs, less paperwork and minimal working capital required.
But this type of entity comes with unlimited liability — which means that should you find yourself in debt, potential creditors have the right to claim against your personal and business assets.
For a sole proprietorship, the business owner must be a Swiss resident and the company name must include the business owner’s full name. For instance, if your name were Jane Smith, your consultancy would need to be called “Jane Smith Consultants” (not “Smith Consultants”).
Other requirements include registering with the Chamber of Commerce if your business’s annual revenue exceeds CHF 100,000.
Note that this type of entity comes with unlimited liability — which means that should you find yourself in debt, potential creditors have the right to claim against your personal and business assets.
Limited liability company
An LLC is a company with its own legal personality by one or more people, with at least one the people a resident of Switzerland. As the name suggests, partners assume limited liability that excludes personal assets.
The difference between a general partnership and a sole proprietorship is that a general partnership is between two or more people who jointly operate a business. This entity also comes with a residency requirement: All partners must have Swiss residency, and your company must have a Swiss address.
Like a sole proprietorship, in a partnership you are ultimately responsible for business decisions. Which means that if a contract is broken, you could be financially liable. Here too at least one of the partner’s full names must appear in the name of the company.
Unlike a sole proprietorship or a partnership, this type of corporation is not tied to specific individual owners. It’s a limited liability entity, whereby the legal structure of your business is a separate entity and you assume no risk of personal liability for debts or other obligations.
Because joint-stock companies are complex and closely regulated, they are more expensive to set up. You may also be required to prove residency or citizenship of your directors.
Creating a representative office is the easiest way to build a business entity in Switzerland. It’s also an inexpensive option. However, a representative office excludes you from performing many operations in the country. And you must include at least one Swiss resident with legal authority.
Should I hire a professional?
It’s an excellent idea to hire a liaison to navigate tricky incorporation waters. Work with someone from Switzerland who speaks fluently in one of its four official languages: French, German, Italian or Romansh. They’ll interact with officials on your behalf, and they’ll tell you the appropriate places to register your business entity.
What kind of documentation will I need?
Here are a few documents you’ll need to register your business:
- Certificates of incorporation
- Bank reference letters
- Passport copies
- Resume and photo
- Description of the scope of your business
- Lease contracts of Swiss office address
- Business license
You may need different documentation depending on where you’re registering and which officials you meet with. You’ll also need to place what’s called your “paid in capital” — or the money you’ll be using to set up your business — in an escrow account with a Swiss bank.
Strongly consider working with a company that helps foreign investors create businesses in Switzerland. If you organize your business the wrong way or don’t get the legal requirements squared away correctly, any problems will be more difficult and expensive to fix later.
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Where do I file my information?
Once you’ve drafted required registration paperwork, you’ll then file it with the Office of the Commercial Register along with an incorporation fee. This fee will vary by your business’s starting capital amount.
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Other factors to consider
- Naming your business. As discussed, certain business entities require the company name to include the business owner’s full name. You must also need to confirm that your company name is not already in use.
International billing and payments
Your new business will require you to make and receive international payments, which means you’ll make transactions between currencies and across borders.
You can safely and affordably manage your business payments — with lower fees and stronger exchange rates — by comparing the services of a money transfer specialist.
Use a money transfer to manage your international business payments
It’s important to choose the right business entity to operate in Switzerland. Consider working with an organization that specializes in helping foreign businesses incorporate in the country — this will streamline your progress and help you avoid pitfalls along the way.