Handbook for Investors. Business location in Switzerland.

Liability
Minimum
capital
Consulting
costs, formation,
registration,
notary
Advantages
Disadvantages
Sole proprietorship General partnership Joint stock company
(AG)
Unlimited liability of the
proprietor with personal
assets
Primary liability to the
level of company assets
(capital); subsidiary joint
and several unlimited
liability of each partner
with personal assets
Liability limited exclusively
to company
assets; each shareholder
is solely obliged to pay
in his/her/its share of the
share capital (payment
under subscription)
No stipulations No stipulations Minimum: CHF 100,000,
minimum paid in:
CHF 50,000
Limited liability
company (GmbH)
Liability limited exclusively
to company's
assets: optional limited
liability to make further
contributions according
to articles of association;
liability only for further
contributions linked to
own share in equity
Minimum: CHF 20,000
Branch office
Main company (head
office)
No separate equity is required
(capital resources
of foreign head office are
sufficient)
CHF 500 to 2,000 CHF 2,000 to 5,000 From CHF 4,000 From CHF 4,000 From CHF 1,000
• Simple and inexpensive formation procedure
• Few formal requirements
• Proprietors or partners themselves can act as the
governing bodies
• No double taxation, i.e. taxation of both company
profit and proprietor or partner income is avoided
(only the latter is taxed since the company is not
a legal entity)
• Well-suited to very small companies
• Partners have unlimited liability
• Ownership shares are difficult to transfer (only
through sale of individual assets or of the entire
company)
• No anonymity: equity holders must be registered
in the commercial register
• Access to the capital market is more difficult
• Must pay social insurance premiums
• Limited liability and risk capital
• Company shares are easily transferable
• Regulated representation rights
Foreign nationals may hold all stock or all shares
(but there must be at least one person resident in
Switzerland who can handle all legal matters)
Easier access to the capital market, although only
AGs can be listed on the stock exchange
Suitable for more capital-intensive businesses
The company is a Swiss company
• Anonymity of shareholders
– no disclosure
obligation
• Unlimited share capital
• Limitation of the
shareholders’ obligation
to contribute additional
capital
• Simple inheritance
arrangements
• Publication of annual
financial statements is
only required if the AG
has outstanding bonds
or is listed on the
stock exchange.
• Low minimum capital
requirement
• Some double taxation (taxation of company profits
and dividends)
• More complicated and more expensive formation
procedure; professional consultant recommended
• Amount of share
capital
• Shareholders have no
anonymity
• No separate equity
required
• Simpler and less
expensive to form
than a corporation (no
securities issue tax,
since no participation
rights are issued, and
no anticipatory tax on
the transfer of profits
since the branch office
is part of the main
company)
• The head office can
exercise influence
directly
• Profits of Swiss branch
office are exempt from
taxation in country of
head office (parent
company) under many
double-taxation agreements
• Foreign head office is
jointly liable for debts
of branch office
• Subsequent transformation
to a subsidiary
poses fiscal problems
• Not a Swiss legal
entity
Handbook for Investors 2010
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