TL;DR
- Ideally, incorporate as an AG/SA from the start.
- Have your company’s seat in the location where you actually do business.
- Incorporate when you start doing business.
- Incorporating a company requires the opening of a blocked bank account, which can take some time.
- Book a free call with us.
Where should I incorporate?
Many factors determine where you should start your business: Taxation and regulation, access to talent, etc.
From a legal perspective, opting for the place where you actually manage the company and where you employ the majority of persons is typically the simplest.
Having the seat of the company in one Canton or country because of a lower tax rate while having the effective management and business in another Canton means that the company risks double taxation, meaning that you first pay taxes in the Canton of the seat and then risk paying taxes again in the place of the effective management (without possibility to request the already paid taxes back)!
When should I incorporate?
The timing depends on your individual case, but you ideally should incorporate “as early as you have to, but as late as you can.”
Typically, we recommend incorporating after the “idea stage” when you start operations.
What type of company should I incorporate?
The two main types of company are AG (SA) and GmbH (Sàrl).
AG:
- Capital: Minimum CHF 100’000, but can be partially liberated at a minimum of CHF 50’000.
- Publicity: Shareholders are anonymous and known only to the company. Only board members are publicly visible in the commercial register.
- Complexity: The organisational structure is more complex than that of a GmbH, and a Shareholders’ Agreement (SHA) is mandatory.
For tech startups, and if you have available funds, our standard is always to recommend the AG as it is more suitable for growth and for the involvement of investors, who generally require an AG before making large investments.
While you can always make a Conversion from GmbH/Sàrl to AG/SA at a later stage, it is much easier to incorporate an AG from the beginning.
GmbH:
- Capital: Minimum CHF 20’000.
- Publicity: Both shareholders and board members are publicly visible in the commercial register.
- Complexity: Without additional decisions, each shareholder acts as a director, meaning the structure is simpler. A Shareholders’ Agreement (SHA) is still recommended.
Best practices
- Timing of incorporation: Once operations begin and liability risks arise, the founders have incorporated a legal entity to limit their personal liability.
- Form: If the company is looking to attract outside investment, it will be incorporated as an AG/SA (a conversion from a GmbH to an AG is possible, but takes time and money).
- Location: The company is incorporated at the place where business is actually conducted to limit tax risks.
- Articles of association: Up-to-date and market-standard articles of association (AoA) are implemented.
- VAT & tax implications: Upon incorporation, the company is registered for VAT, and the tax impact of the business model is assessed.
What do I need to keep in mind?
- You’ll need to open a blocked bank account with a Swiss bank to pay in the initial share capital of your company (CHF 20’000 for GmbH/Sàrl / CHF 50’000-CHF 100’000 for AG/SA). Be aware that this process can take some time, as banks will run checks on the founders and the company. A blocked bank account is a capital deposit bank account for the purpose of incorporation, which remains blocked until the incorporation is finalised.
- At least one person with sole signatory power (or two with joint signatory power) must be a resident of Switzerland. This requirement can be met by either board members, managing officers, or other signatories registered as such in the commercial register.
- You’ll need a company address in Switzerland. It can be your personal address, in which case the company will have a “c/o” address.
- After the incorporation, you need to register your company for VAT purposes. You can find more information here.
- As you will start operations shortly after incorporation, it is important to assess the tax impact of your business model. Get in touch with us and book a free call with us via this link to discuss how we can best support you.
How do I get this done?
Incorporate your company with us using the following step-by-step process:
1. Book a free call with us.
2. Accept our incorporation flat fee package (or, even better, choose our flat fee package including a Shareholders’ Agreement (SHA) and the incorporation).
3. Fill out our incorporation questionnaire.
4. Get the legal documents (articles of association, founders report, Board resolution, etc.).
5. Send us the signed documents and the confirmation of the blocked account by post.
6. We schedule the notary appointment and send the notarised documents to the commercial register.
FAQ
FAQs
What type of company should I incorporate in Switzerland?
For tech startups planning to attract investors, the AG (stock corporation) is recommended. It offers shareholder anonymity, easier capital increases, and is required by most professional investors. The GmbH has a lower capital requirement (CHF 20,000) but is less suitable for growth.
When should I incorporate my startup in Switzerland?
Incorporate after the idea stage when you start operations. The general rule is “as early as you have to, but as late as you can.” Once liability risks arise, a legal entity should be in place to limit personal liability.
Where should I incorporate my company in Switzerland?
Incorporate where you actually manage the company and employ the majority of people. Having the seat in a different canton for tax reasons while operating elsewhere risks double taxation.
What is the minimum share capital for a Swiss AG and GmbH?
An AG requires minimum CHF 100,000 (CHF 50,000 paid in at incorporation). A GmbH requires CHF 20,000, fully paid in.
Do I need a Swiss resident to incorporate a company?
Yes. At least one person with sole signatory power (or two with joint signatory power) must be a Swiss resident. This can be a board member, managing officer, or other registered signatory.
