Formation

Starting a Business in Switzerland as a Foreigner: Complete 2026 Guide

Stefan Brunner

Stefan Brunner

Senior Advisor

5 April 2026

10 min read

Foreign nationals can form a Swiss AG or GmbH with 100% foreign ownership. Swiss law places no nationality restrictions on company shareholders. However, forming a company in Switzerland as a non-resident requires solving two structural requirements that do not apply to Swiss-resident founders: the resident director requirement and the registered office requirement. This guide explains both, along with share capital, banking, and the distinction between owning a Swiss company and working in Switzerland.

100% foreign ownership is permitted

Swiss corporate law does not restrict the nationality or residence of shareholders. A Swiss AG or GmbH can be 100% owned by a single foreign national, a foreign corporate entity, or any combination. There are no foreign investment screening requirements for most sectors.

Since the Swiss Code of Obligations reform of 1 January 2023, a Swiss AG can also be formed by a single shareholder (OR Art. 625 amendment). Previously, two shareholders were required. This makes the AG the preferred structure for sole founders who want the liability protection and shareholder privacy of the AG format.

AG vs. GmbH for foreign founders: AG shareholders are not listed in the public Handelsregister (ZEFIX). GmbH quotaholders are publicly listed. For foreign founders who prefer not to have their ownership publicly searchable, the AG is the structurally superior choice — at CHF 100,000 minimum capital vs. CHF 20,000 for a GmbH.

Entity comparison for foreign founders

FactorAGGmbH
100% foreign ownershipYesYes
Minimum share capitalCHF 100,000 (CHF 50,000 paid-in)CHF 20,000 (fully paid-in)
Shareholder listed in ZEFIXNo — privateYes — publicly listed
Single founder allowedYes (since 2023)Yes
Resident director requiredYes — OR Art. 718(4)Yes — OR Art. 814(3)
Registered office requiredYes — OR Art. 931Yes — OR Art. 931
Formation timeline3–6 weeks (Zug)2–4 weeks (Zug)
Remote formation possibleYes — via power of attorneyYes — via power of attorney

Infographic

Starting a Business in Switzerland as a Foreigner

Key requirements for non-Swiss entrepreneurs

Permitted

Foreign 100% ownership

Switzerland imposes no restrictions on foreign ownership of AG or GmbH (outside real estate).

Required

Swiss-resident director (OR)

At least one board member with signing authority must be domiciled in Switzerland.

POA

Remote formation possible

Incorporation can be completed via power of attorney — no travel to Switzerland required.

3–6 wks

Formation timeline

Same timeline as for Swiss residents. Permit requirements depend on planned activity.

Professional man organizing office belongings in a cardboard box, preparing for transition.

Resident director requirement — OR Art. 718(4) / OR Art. 814(3)

This is the principal structural requirement for non-resident founders. Swiss law requires that at least one board member of an AG (OR Art. 718(4)) or at least one managing director of a GmbH (OR Art. 814(3)) must be domiciled in Switzerland and hold individual signature authority (Einzelunterschrift). Without a Swiss-resident director, the Handelsregisteramt will reject the registration.

Domicile means Swiss residential address — nationality is irrelevant. An EU/EFTA citizen living in Switzerland qualifies. A Swiss national living abroad does not.

Solution: nominee director service

Foreign founders who cannot relocate to Switzerland use a nominee director: a professional fiduciary who is domiciled in Switzerland and is appointed to the board to satisfy the OR Art. 718(4) requirement. The nominee director's name appears publicly in the Handelsregister; the arrangement is a lawful fiduciary service recognised under Swiss law.

The key governance documents in a nominee arrangement are: (1) a notarised power of attorney (Vollmacht) granting the client full operational authority over the company, (2) an indemnification agreement protecting the nominee against liability arising from actions taken on the client's instructions, and (3) a D&O insurance policy covering the nominee's personal liability under OR Art. 754.

Important: The nominee director does not participate in business decisions, access the bank account, or execute contracts without the client's explicit instruction. The power of attorney ensures the client retains full operational control. The arrangement does not provide anonymity — the nominee's name is publicly listed and the UBO must be disclosed internally per OR Art. 697j.

Registered office requirement — OR Art. 931

Every Swiss AG and GmbH must have a registered office (Sitz) in Switzerland before Handelsregister filing. The registered office is the official address of the company — the address listed in ZEFIX, used for official correspondence from the Handelsregisteramt, tax authorities, and courts.

For non-resident founders without a physical Swiss office, a virtual office at a professional fiduciary's address satisfies OR Art. 931. Goldblum & Partner AG offers the Baarerstrasse 25, 6300 Zug address as a registered office, which activates within 1–3 business days after KYC completion and is accepted by major Swiss banks for corporate account opening.

Share capital: what to deposit

The share capital must be deposited in a blocked formation account at a Swiss bank before the notarial deed is signed. The bank issues a capital confirmation certificate, which the notary requires. After the Handelsregister entry, the account is unblocked and the capital is available to the company.

The share capital is not a cost — it becomes the company's working capital. The minimum amounts are CHF 50,000 paid-in for a standard AG (from a CHF 100,000 authorised capital) and CHF 20,000 fully paid-in for a GmbH. For non-resident founders, opening the formation account at a Swiss bank may take 5–30 days due to enhanced KYC/AML due diligence requirements.

Bank account opening for non-residents

Swiss banks apply enhanced due diligence (EDD) to non-resident clients under GwG Art. 6 (Federal Anti-Money Laundering Act). Opening a Swiss corporate bank account as a non-resident requires more documentation and takes longer than for Swiss-resident founders.

Typical documentation required

  • Certified copy of passport or national identity card of all UBOs and directors
  • Proof of residential address from home country (utility bill, bank statement — certified)
  • Source-of-funds declaration for the share capital and anticipated business revenues
  • Handelsregister extract (Handelsregisterauszug) of the company
  • Articles of association (Statuten)
  • CDB 20 Form A (beneficial owner declaration) and Form K (controlling-person declaration for legal entities)
  • Business plan or description of intended business activities

Timeline for account opening after formation: typically 2–6 weeks for non-residents (compared to 1–2 weeks for Swiss residents). Banks with established fiduciary relationships — such as those where Goldblum & Partner AG has existing client relationships — may process applications faster. High-risk jurisdictions of residence can extend the timeline or result in rejection.

Work permit: owning a company vs. working in Switzerland

This is one of the most important distinctions for foreign founders. Owning shares in a Swiss company does not, by itself, require a Swiss residence or work permit. A non-resident can be the 100% beneficial owner of a Swiss AG without residing in Switzerland. However, if the founder wants to personally work in Switzerland — attend client meetings regularly, direct employees on-site, or be employed by the company — a work permit is required.

FactorEU/EFTA nationalsNon-EU/EFTA nationals
Free movement rightYes — FZA/AFMP bilateral agreementNo — subject to AIG (Foreigners and Integration Act)
Work permit required to work in CHNo — can work under free movement rulesYes — B permit required for employment or self-employment
B permit duration5 years (initial grant)1 year (renewable annually)
Subject to federal quotaNoYes — 4,500 B permits/year for non-EU/EFTA nationals (CH-wide)
Registration required on arrivalYes — with cantonal migration office within 14 daysYes — cantonal + SEM federal consent required
Economic-interest test for self-employmentCantonal labour authority assessmentCantonal + SEM assessment under AIG Art. 19
Typical processing time4–8 weeks8–16 weeks (subject to quota availability)

For founders who want to own a Swiss company without relocating — and manage it remotely from their home country — no Swiss permit is required. The Swiss company is a standalone legal entity; the owner can instruct the nominee director and the operating team remotely. Switzerland does not require resident ownership for passive ownership of a company.

AML/KYC obligations for foreign founders

The company formation itself does not require a separate KYC approval process outside the banking step. However, the fiduciary handling the formation is subject to AML obligations and will conduct its own client due diligence before engaging. Goldblum & Partner AG holds FINMA-supervised SRO membership, which requires it to identify and verify all clients, beneficial owners, and the source of funds.

Internally, every Swiss company must maintain a beneficial owner register (OR Art. 697j) listing all shareholders at or above 25% ownership, updated within 30 days of any change. This register is not publicly searchable but must be produced to authorities on request. It is separate from the ZEFIX public register.

Infographic

Foreigner's Formation Checklist

Steps completed vs. steps requiring Swiss presence

Company name reservationRemote
Draft articles of associationRemote
Appoint Swiss-resident directorRequired
Open capital deposit accountRemote
Notary appointment (via POA)Remote
Commercial register entryAutomatic
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Remote formation — no need to travel to Switzerland

The entire formation process can be completed remotely. The foreign founder does not need to appear in person at the Swiss notary. Instead, a notarised power of attorney (PoA) — apostilled in the founder's home country — authorises the fiduciary or a local representative to sign the notarial deed on the founder's behalf. Goldblum & Partner coordinates the PoA requirements and can advise on the correct format for the specific jurisdiction.

Formation timeline for non-resident founders

StepDuration
Name check + entity structure decision1–2 days
KYC/AML due diligence with fiduciary3–7 days
Articles of association drafting3–5 days
Power of attorney (notarised + apostilled in home country)5–14 days
Formation account at Swiss bank (non-resident EDD)5–30 days
Notarial deed + Handelsregisteramt filing (Zug)7–14 business days
Operating bank account opening2–6 weeks (post-formation)
Total — GmbH2–5 weeks
Total — AG3–7 weeks

Further reading

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Baarerstrasse 25 · 6300 Zug · Switzerland · Est. 2007