Unlocking the Benefits of Swiss AG: Your Guide to Establishing a Swiss Joint Stock Company

Switzerland offers several types of company registration forms for foreign citizens, including Joint Stock Company (AG), Limited Company (GmbH), and sole proprietorships. The AG is suitable for large businesses, while the GmbH is popular among medium and small businesses. Sole proprietorships are common among professionals like accountants, lawyers, and tax consultants. Each form has specific requirements for capital, residency, and operational procedures.

The AG form is ideal for large businesses due to its structure and benefits. It provides financial asset protection, confidentiality, and the ability to raise capital through share issuance. It is less common for sole proprietorships, which are more suitable for independent professionals such as accountants, lawyers, and tax consultants. The AG form is also preferred by foreign businesses looking to establish a presence in Switzerland.

GmbH stands for Gesellschaft mit beschränkter Haftung, which is a limited liability company in Switzerland. It is a popular business form among small and medium-sized enterprises (SMEs). The GmbH requires a minimum authorized capital of 20,000 Swiss francs and at least two founders. It offers flexibility in ownership and management, with mandatory annual audits and shareholder meetings.

Purchasing a ready-made AG company can be an alternative to registering a new one. The process involves legal preparation, due diligence, and compliance with Swiss regulations. This approach can save time and provide immediate access to business operations. However, it requires careful evaluation to ensure the company’s legal and financial standing meets your requirements.

Dividends paid by a Swiss AG to local and foreign shareholders are subject to income tax. Swiss legislation requires a withholding tax of 35% on dividends, which the company must remit to the Federal Tax Administration. However, this rate can often be reduced, and both local and foreign shareholders may be eligible for a partial refund of the withheld tax, depending on bilateral agreements and compliance with legal conditions.

Forming a Swiss AG requires a minimum authorized capital of 100,000 Swiss francs, with at least 50,000 CHF paid at the time of registration. The company must have a board of directors, the majority of whom must be Swiss residents. Annual financial statements and audits are mandatory. The AG can issue both registered and bearer shares, providing flexibility in ownership and investment.

Registering a business in Switzerland offers several advantages, including financial stability, favorable tax conditions, strong legal protection, and advanced infrastructure. Switzerland’s banking and commercial secrecy laws, along with agreements to avoid double taxation, make it an attractive destination for foreign businesses. The country’s robust legal framework ensures confidentiality and security for business operations.

A Swiss Verein is a legal structure commonly used by international associations and professional services firms. It allows for the formation of a collective entity while maintaining the independence of individual member entities. This structure differs from other business forms like AG and GmbH, as it provides a flexible framework for collaboration without central control, making it suitable for global networks and organizations.

Swiss companies, including AG and GmbH, are required to conduct annual audits and prepare consolidated financial statements. The audit must be carried out by an independent auditor to ensure compliance with Swiss accounting standards and regulations. This process ensures transparency and accountability in business operations, providing confidence to shareholders and stakeholders in the company’s financial health.