Company Incorporation Guide
Company registration in Switzerland from abroad
Applicable country/region: CH - Switzerland
Published: Updated:
- Written by our advisory team
- Switzerland rules and requirements
- Checked against official sources
Guide overview
What a founder settles, and in what order
Company registration in Switzerland is the entry of a company in the cantonal commercial register (Handelsregister, registre du commerce) at its seat. Founders often choose a limited liability company (GmbH, Gesellschaft mit beschränkter Haftung). The process opens with a name check on Zefix, the Central Business Name Index. Share capital paid in cash goes into a blocked bank account, and a notary records the founding in a public deed. The application goes to the register office, and the entry takes effect on publication in the Swiss Official Gazette of Commerce (SOGC). Around these steps, a founder picks the legal form, proves who owns the company, secures what must exist locally and plans the first registrations and the first year.
COMPANY TYPES
GmbH, AG or branch: matching the form to the owners
A GmbH's members and their contributions are public in the commercial register, while an Aktiengesellschaft (AG), the joint-stock company, keeps shareholders in its own share register. Under the Swiss Code of Obligations (CO), a GmbH contribution passes by written assignment and, unless the articles differ, needs the members' meeting's consent. AG registered shares move freely unless the law or the articles restrict them, which suits outside investors. Instead of registering a company in Switzerland, a foreign parent can open a branch (Zweigniederlassung). It is registered, with a person resident in Switzerland who can represent it, but has no legal personality. It is part of the foreign company, whereas a GmbH's liability stops at its own assets.
Reading the company types
Rows cover ownership, shareholder and director rules, capital and notes for each company type.
Switzerland GmbH Basic Information
Ownership:
Consolidated Ownership
Limited Liability:
Positive
Publicly Participates In Capital Market:
Negative
Switzerland GmbH Registered Capital Requirement
Minimum Registered Capital Requirement:
20,000 Swiss francs
Capital Injection Not Required:
Negative
Capital Injection Requirement:
1. Before the establishment of the company, 100% of the registered capital needs to be actually paid;
2. After the company is established, we will assist clients in opening the company's official bank account, and the paid registered capital can be remitted from the capital verification account to the company's official bank account.
2. After the company is established, we will assist clients in opening the company's official bank account, and the paid registered capital can be remitted from the capital verification account to the company's official bank account.
Switzerland GmbH Memo
Memo:
The company must have at least one manager responsible for the management of the company.
REQUIRED DOCUMENTS
Why identity checks reach past a parent company
Identity checks come from two sides. The register office identifies every member, managing director and signatory it enters, and a corporate founder proves it exists with a certified extract from its home register. The bank that opens the blocked account is a financial intermediary under the Anti-Money Laundering Act (AMLA). Through a parent company, the bank must trace the beneficial owner to the natural persons who ultimately own or control it. Foreign public documents need an apostille under the Hague Convention of 5 October 1961 where both states are parties, and legalisation otherwise. Filings use an official language of the canton, and the office may ask for translations. Founders may be represented at the deed.
Reading the documents
Rows are document types grouped by who provides them; each entry ends with its process and format.
Natural Person Shareholders & Directors's Required Documents
Passport:
Passport front page scans of shareholders and directors need to be translated into English or German, notarized in English or German, and apostilled.
Process: ApostilleFormat: Scan Copy
Proof of Address:
Shareholder and director address proof: Scan of water, electricity, and gas bills or bank statements. The documents should clearly indicate the name + address + date of the shareholder/director and should not be older than 1 month. They need to be translated into English or German, notarized in English or German, and apostilled.
Process: ApostilleFormat: Scan Copy
Power of Attorney:
Authorization letter (provided by our company); requires English or German translation + English or German notarization + Apostille.
Process: ApostilleFormat: Scan Copy
Legal Entity Shareholders's Required Documents
Proof Of Registration / Business License:
The business license of the holding company needs to be translated into English or German + notarized in English or German + apostilled.
Process: ApostilleFormat: Scan Copy
Company Bylaw:
The company's articles of association for holding companies; English or German translation + English or German notarization + Apostille.
Process: ApostilleFormat: Scan Copy
Passport:
The legal representative of the holding company and shareholders holding more than 25% of the shares need to provide a passport, along with an English or German translation, English or German notarization, and Apostille.
Process: ApostilleFormat: Scan Copy
Proof of Address:
The text you provided in Chinese translates to:
"Proof of address for the legal person of the holding company and shareholders holding more than 25% of the shares: water, electricity, and gas bills or bank statements. The documents should clearly indicate the name + address + date of the shareholder/director and should not be older than 1 month; they need to be translated into English or German + notarized in English or German + apostilled."
"Proof of address for the legal person of the holding company and shareholders holding more than 25% of the shares: water, electricity, and gas bills or bank statements. The documents should clearly indicate the name + address + date of the shareholder/director and should not be older than 1 month; they need to be translated into English or German + notarized in English or German + apostilled."
Process: ApostilleFormat: Scan Copy
Power of Attorney:
Power of attorney (document provided by our company); requires English or German translation + English or German notarization + Apostille. Requires English or German translation + English or German notarization + Apostille.
Process: ApostilleFormat: Scan Copy
REQUIREMENTS AND ESTIMATED COST
Two local requirements of company registration in Switzerland
Both requirements come from Swiss law and bind every GmbH. One is a legal domicile: the company's own premises, or a c/o address with the domicile holder's declaration under the Commercial Register Ordinance (HRegV), but never a post-office box. The other is a person resident in Switzerland who can represent the company: a managing director (Geschäftsführer) or a Direktor, an officer entered with signing authority who is not a managing director. The test is residence, not nationality or EU residence, and one such person is enough. Register fees follow one federal tariff that every cantonal register office applies, while notary fees follow a cantonal tariff. A requirement only adds costs when the founder cannot already meet it.
Reading the requirements
Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.
Base Cost
Service Fee:
CHF 5,375
Requirements
Registered Address: Swiss address is required
To register a Swiss company, a Swiss address is required. If you do not have a Swiss address, you can choose TKEG Expat ™ (Canada)'s Registered Address service.
To register a Swiss company, a Swiss address is required. If you do not have a Swiss address, you can choose TKEG Expat ™ (Canada)'s Registered Address service.
Included: No · Solution availableEstimated Cost: CHF 2,450
Nominee Director: Swiss residents are needed to serve as company representatives
The Swiss do not require Swiss residents to serve as company directors, but they do require the appointment of a Swiss resident to serve as a company representative. If no Swiss resident can serve as a company representative, they can choose the nomination director services provided by TKEG Expat ™ (Canada).
The Swiss do not require Swiss residents to serve as company directors, but they do require the appointment of a Swiss resident to serve as a company representative. If no Swiss resident can serve as a company representative, they can choose the nomination director services provided by TKEG Expat ™ (Canada).
Included: No · Solution availableEstimated Cost: CHF 8,575
Estimated Cost
Estimated Cost:
CHF 5,375 – 16,400
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TAX
What the first sale and the first salary set in motion
A Swiss business is exempt from VAT liability only while its taxable turnover in Switzerland and abroad stays under CHF 100,000 a year. Export sales count toward that threshold. Once liable, a company registers with the Federal Tax Administration (FTA) within 30 days, and one below the threshold may register voluntarily. Profit tax needs no application to the tax authorities: liability starts with the entry. The seat's canton and commune set the part that varies, so the seat is a tax decision. A first salary, even a managing director's, makes the company an employer owing social security contributions. It joins a compensation office for old-age and survivors' insurance (AHV/AVS), usually the cantonal one, and insures staff against accidents.
Reading the tax data
Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.
Corporate Income Tax (CIT)
General CIT Rate:
Federal corporate income tax: after-tax profit of 8.5% (pre-tax profit of 7.83%). State and local CIT is added to federal CIT, resulting in an overall effective tax rate between 11.9% and 21.0%, depending on the company's domicile in Switzerland.
CIT Return Due Date:
The due date varies from canton to canton (usually between six and nine months after the close of the business year).
CIT Payment Due Date:
The due date varies from canton to canton.
CIT Estimated Payment Due Date:
Federal CIT is usually due by 31 March of the following tax period. At the cantonal level, the due dates vary from canton to canton.
Withholding Tax (WHT)
Resident Withholding Tax (Dividend/Interest/Royalty):
0%-35% / 0%-35% / 0
Non-Resident Withholding Tax (Dividend/Interest/Royalty):
0%-35% / 0%-35% / 0
Value-Added Tax (VAT)
General VAT Rate:
8.1%
Capital Gain Tax (CGT)
General Capital Gain Tax Rate:
The effective tax rate (ETR) depends on the company’s location of corporate residency in Switzerland. The ETR of a company resident at the capital cities of the Swiss cantons varies between 11.9% and 20.5%. Exceptions to be considered relate to the participation relief and capital gains on real estate.
Effective Tax Rate (ETR)
Composite Effective Average Tax Rate:
17.1%
Composite Effective Marginal Tax Rate:
10.4%
Conclusion
What changes once the company is on the register
Once the entry is published, the bank releases the share capital into the company's own corporate bank account. Ongoing compliance also begins: from 1 October 2026, a GmbH reports its beneficial owners within one month of its entry to the Transparency Register kept by the Federal Office of Justice (FOJ). Each year the members' meeting approves the annual accounts within six months of the financial year-end, and they go with the tax return. A limited audit is the default; a company with every member's consent and no more than ten full-time positions on annual average may opt out. The opting-out can be declared at incorporation, so the next step is to decide on it before the deed is signed.
Jurisdiction Overview
About Switzerland
Switzerland blends a stable economy and world-leading finance, known for pharmaceuticals and watchmaking, now an important hub for fintech and crypto companies.
View Complete InformationFrequently Asked Questions
Swiss law requires non-EU residents to set up a company in Switzerland with an EU resident as a director to bind the company to operate legally in Switzerland. Therefore, if you do not have a candidate to act as a director of your Swiss company, you can use the services of TKEG Expat ™ (Canada) to match you with an EU nominated director.
References
fedlex.admin.ch · 317 321 377schweiz-vereinigtestaaten.eda.admin.ch · legalisation official seals and signaturesfedlex.admin.ch · 892 892 892fedlex.admin.ch · de · 686estv.admin.ch · vat tax liabilityfedlex.admin.ch · de · 323kmu.admin.ch · auditor and types of auditkmu.admin.ch · commercial register how does it workzefix.ch · welcomekmu.admin.ch · llc responsibility share capital establishmentkmu.admin.ch · how to register a companyfedlex.admin.ch · 1776 1776 1776estv.admin.ch · official statements top up taxfedlex.admin.ch · de · 390kmu.admin.ch · setting up a company as a citizen of a third statefedlex.admin.ch · de · 180preisueberwacher.admin.ch · notariatfedlex.admin.chestv.admin.ch · register for vatfedlex.admin.ch · de · 1184 1184 1184fedlex.admin.ch · de · 1256 1256 1256fedlex.admin.ch · de · 837 843 843fedlex.admin.ch · de · 1676 1676 1676kmu.admin.ch · 1st pillar oasidiapgtranspareg.admin.ch · de
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