Swiss Branch Registration
Register a Swiss branch office.
No capital. Zug 11.85% rate.
A Swiss branch (Zweigniederlassung) allows a foreign company to establish a registered Swiss commercial presence under OR Art. 935 without incorporating a new entity. No minimum share capital is required. The parent company bears unlimited liability for branch obligations. At least one Swiss-resident authorised signatory must be registered in the commercial register. Goldblum & Partner AG, Baarerstrasse 25, Zug, provides the signatory and end-to-end registration service.
No capital req.
No share capital needed
7–14 days
Typical registration timeline
CHF 400
Approx. filing fee
Parent liable
No ring-fenced liability
Key Data
Swiss Branch Registration — Key Facts
Registering a foreign company's branch in Switzerland
4–8 wks
Registration timeline
Cantonal commercial register + ZEFIX publication.
CHF 0
Additional capital required
No separate capitalisation needed — parent entity capital applies.
Same
Tax regime as AG/GmbH
Swiss-sourced income taxed at Swiss rates. No withholding on branch profits repatriation (treaty-dependent).
1 required
Swiss-resident authorised signatory
At least one person domiciled in Switzerland must have signing authority.
Branch Structure
Swiss branch registration — key facts
and legal framework
Swiss Zweigniederlassung — specifications
Foreign and domestic branches must register in the cantonal commercial register of the canton where the branch is located. Governed by the Handelsregisterverordnung (HRegV) as the procedural ordinance.
A Swiss branch (Zweigniederlassung) is not a separate legal entity. It is an extension of the foreign parent company. The parent company bears unlimited liability for all branch obligations.
Unlike an AG (CHF 100,000) or GmbH (CHF 20,000), a branch requires no capital deposit. No blocked bank account is required at the filing stage.
At least one person domiciled in Switzerland must be authorised to represent the branch and appear in the commercial register (HRegV). Swiss citizenship is not required. Professional fiduciaries routinely fulfil this role.
Approximate official government fee at the cantonal commercial register. Actual amount varies by canton. Zug and Zurich registers are typically well-resourced and process filings efficiently.
From submission to publication in FOSC, depending on canton. EasyGov (SECO online portal) does NOT support branch filings — this is a manual process confirmed by kmu.admin.ch.
Effective combined corporate tax rate in Zug (federal + cantonal + municipal). KPMG Clarity on Swiss Taxes 2024. Zurich city rate: 19.61%. A branch is taxed in the canton where it is physically located.
Mandatory VAT registration when the branch or its parent globally has annual worldwide taxable turnover exceeding CHF 100,000 (MWSTG Art. 10). Standard rate: 8.1% since 1 January 2024.
Switzerland has over 100 bilateral double taxation agreements in force (sif.admin.ch). DTAs reduce withholding on dividends and interest repatriated from the branch's Swiss-source income.
Operational market entry — single project or contract
A foreign company with a specific Swiss client, project, or mandate that needs a Swiss legal presence for invoicing, employment, or contract-signing. A branch avoids the cost and formality of incorporating a new AG or GmbH subsidiary while establishing a registered Swiss commercial presence under OR Art. 935.
Regulated financial services entry
Asset managers, portfolio managers, fintech firms, and banks establishing a Swiss branch for regulated activities. FINMA authorisation under FinSA, FinIA, or BankG must be obtained before the branch commences operations. Goldblum & Partner AG supports the full pathway from registration to FINMA licensing.
HQ-controlled operations with brand consolidation
Multinationals that prefer to operate Switzerland under the parent brand with full HQ control. The branch uses the parent company name, is managed by the parent, and does not require a separate board or statutory governance structure. Suitable where ring-fenced liability is not a priority.
Branch vs. subsidiary: the liability distinction that matters
A Swiss branch (Zweigniederlassung) has no separate legal personality. Under OR Art. 935, it is an extension of the foreign parent — the parent's full balance sheet is exposed to Swiss branch obligations without limit. A Swiss AG or GmbH subsidiary, by contrast, ring-fences liability to the share capital (CHF 100,000 for AG; CHF 20,000 for GmbH). For companies testing the Swiss market on a single project, the branch structure is faster and cheaper to establish. For long-term operations, for companies raising local capital, or where liability containment is essential, an AG or GmbH subsidiary is the correct structure.
Registration Process
How Swiss branch registration works.
End to end.
Document Preparation
Gather parent company documents: current commercial register extract (apostilled), articles of association (certified), board resolution authorising the Swiss branch and appointing the authorised signatory (certified). Non-English documents require sworn German/French translation.
Swiss-Side Filing Preparation
Goldblum & Partner drafts the Swiss cantonal commercial register application. Branch name, domicile (Baarerstrasse 25, Zug), business purpose, and authorised signatory details are confirmed. EasyGov cannot be used for branch filings — manual submission required.
Cantonal Register Submission
Application submitted to the Handelsregisteramt Zug. The cantonal register reviews the parent company documents and issues the branch registration (Handelsregisterauszug). Published in the FOSC (Swiss Official Gazette of Commerce).
Post-Registration Setup
Swiss bank account opened for the branch. VAT registration filed with ESTV if worldwide turnover exceeds CHF 100,000 (MWSTG Art. 10). AHV registration if employees are engaged. FINMA licence application initiated if regulated activities are planned.
Ongoing Compliance
Annual accounts attributable to the branch filed with the cantonal tax authority. Zug CIT rate: 11.85%. Commercial register kept up to date (director changes, address changes). Goldblum & Partner provides ongoing fiduciary support.
Structure Comparison
Branch or subsidiary?
What the structure choice means for liability and operations.
Branch (Zweigniederlassung)
Faster setup- No separate legal entity — parent directly liable
- No minimum capital requirement
- 7–14 days registration
- ~CHF 400 government fee + professional fees
- Same tax rate as subsidiary in same canton
- No ring-fenced liability protection
- No separate governance structure needed
- Cannot raise local capital or issue shares
Swiss AG Subsidiary
Best for international groups- Separate legal entity — liability ring-fenced to CHF 100,000 capital
- CHF 100,000 minimum capital (CHF 50,000 paid-in at formation)
- 3–6 weeks formation
- Shareholders not publicly listed (privacy)
- Free share transfer without notarisation
- FINMA-preferred structure for regulated entities
- Can issue shares for investor rounds
Swiss GmbH Subsidiary
Best for SME / sole founder- Separate legal entity — liability ring-fenced to CHF 20,000 capital
- CHF 20,000 minimum capital (100% paid at formation)
- 2–4 weeks formation
- Members publicly listed in ZEFIX
- Share transfers require notarisation
- Simpler governance than AG
- Not suitable for complex investor structures
Decision guide
Choose a branch when speed and cost are priorities for a short-term or project-based Swiss presence and unlimited parent liability is acceptable. Choose an AG for international holding structures, regulated entities, and any situation requiring liability ring-fencing or share transferability. Choose a GmbH for a Swiss operational subsidiary where simplicity and lower capital outlay are priorities.
FAQ
Frequently asked
questions
Precise answers to the most common questions about forming a company in Switzerland. For specific advice on your structure, book a free consultation.
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Baarerstrasse 25 · 6300 Zug · Switzerland · Est. 2007