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Jurisdictions - Switzerland


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Switzerland

General information 

Located in Central Europe, east of France and north of Italy, Switzerland has a population of approximately 7,581,520 The official languages are German, French and Italian, and the currency used is the Swiss Franc. The legal system used is a civil law system influenced by customary law; judicial review of legislative acts, except with respect to federal decrees of general obligatory character; accepts compulsory ICJ jurisdiction with reservations. The government type is formally a confederation but is similar in structure to a federal republic. 

Types of company 

The following types of company can be established in Switzerland: 
  • GmbH
  • SARL
  • LLC

Company names 

Any company incorporated in Switzerland must bear a name ending in one of the following: GmbH, SARL, LLC No company can be incorporated using:

  • Names that are identical or similar to an existing name
  • Major names that exist elsewhere
  • Names that imply government patronage
  • Names that be considered undesirable

Furthermore, names such as Bank, building society, savings, insurance, assurance, reinsurance, fund management, investment fund, Switzerland, state, country, municipality, principality, Red Cross require approval or licensing, as well as their foreign language equivalents. 

Restriction on activities 

Licensing is required for any business activities concerning banking, insurance, assurance, reinsurance, fund management, collective investment schemes or any other related activity.

Approval of names & time required to incorporate a company 

Subject to the approval of the name to be used, by the Commercial Register, a company can be incorporated in approximately ten working days. 

Share capital & government license fee 

The standard authorised share capital is CHF 20,000 and the minimum paid up share capital is CHF 20,000. The share classes permitted are only in the form of equity participations. 

Company officers 

Shareholders: on incorporation the minimum number of founders is two.

Directors: minimum of one who must be a Swiss citizen and resident in Switzerland. If more than one is appointed the majority must be Swiss citizens and resident in Switzerland. Corporate directors are not permitted.

Company Secretary: there is no requirement under Swiss Law for a company secretary to be appointed. 

Registered Office & Registered Agent 

A registered office must be maintained in the Canton of incorporation. 

Corporate records & public filings

Companies are required to keep financial records, though there is no requirement to file Financial Statements at the Registry. They must however be filed with the Tax Authorities.Beneficial owners information is available from the commercial register. Bank references on the beneficial owners must be provided to the local representatives/trust management company.

Corporate taxation

Under the constitution the Federal Government has power to conclude treaties and alliances, to levy taxes and to regulate foreign trade. Cantons have their own taxation. Many Cantons have favourable regimes.

 

 

Outline Map: Source: http://www.worldatlas.com
 


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