Formation de Sociétés en Suisse

Company structure in Switzerland

Legal basis - Civil law (Switzerland)

Legal framework - Swiss Code of Obligations

Company form - Limited liability company (Limited liability company, Società a responsibilità limitata, Sarl / Gesellschaft mit beschränkter Haftung, GmbH)

Responsibility - The liability of quota holders is limited to the extent of their quotas.

Share capital - The minimum capital of a Sarl / GmbH is 20,000 CHF. Upon constitution (or a subsequent capital increase), 20% of the capital or 20,000 CH, whichever is greater, must be fully paid up. Capital contributions can be made in cash or in kind in companies in Switzerland.

The capital of a Sarl / GmbH is divided into quotas with a nominal value of at least CHF 100. Quotas are not negotiable and cannot be listed on the stock exchange.

Quota holders - A Sarl / GmbH can be constituted by one or more natural or legal persons, residents or non-residents, acting as founders and holders of initial quotas. The quota holders are entered in the commercial register, which is open to the public.

Leaders - All quota holders have the right and the obligation to collectively manage and represent the Sarl / GmbH. These functions may however be delegated to one or more quota holders or to third parties in accordance with the statutes of Sarl / GmbH. At least one manager authorized to act and validly bind the Sarl / GmbH must reside in Switzerland.

Secretary - Companies in Switzerland can appoint a secretary, but this is not compulsory.

Address of the head office - Companies in Switzerland must have a registered office in Switzerland.

General assembly - Sarl / GmbH quota holders must hold an annual meeting within 6 months of the end of their financial year. The meeting must take place in Switzerland, can only take place physically. Participation by videoconference, teleconference or circular letter is not permitted.

Electronic signature - authorized.

Re-domiciliation - Incoming / outgoing redomiciliation is not authorized.

Conformity - A Swiss Sarl / GmbH must keep accounting records in CHF and Switzerland. Companies are required to submit an annual declaration accompanied by their financial statements and a tax declaration to the competent cantonal authorities.

The appointment of an auditor and the filing of audited financial statements are mandatory for all companies. An audit waiver may be available if 2 of the following 3 criteria are met: Balance sheet assets less than CHF 10 million; Annual turnover less than 20 million francs; Average number of employees less than 50.

 

Key Figures of Companies in Switzerland

Official name Swiss Confederation
Proper noun Schweizerische Eidgenossenschaft (de), Confederazione Svizzera (it), Confederaziun svizra (roh)
Continent Europe
Subcontinent Europe (outside the European Union)
Population 8,632,703 inhabitants (2020)
Population growth 0.71 % / year
Area 41,285 km²
Density 209.10 inhabitants / km²
GDP 705.501 billion $USD (2018)
GDP / capita 82 839 $USD (2018)
GDP growth 2.50 % / year (2018)
Life expectancy 83.60 years (2018)
Birth-rate ‰ 10.50 (2015)
Fertility rate 1.55 children / woman (2016)
Mortality rate 8.20 ‰ (2015)
Child mortality rate 3.90 ‰ (2015)
Literacy rate 100,00 % (2019)
Official languages French, German, Italian, Romansh
Change Swiss Franc (CHF)
HDI 0,946 / 1 (2018)
IPE 87,42 (2018)
Nature of State Confederal Republic
Head of state President Simonetta Sommaruga
National Holiday August 1 (federal pact of 1291)
Codes ISO CH, CHE
Nice Swiss, Switzerland
Tourists 11,133,000 people (2017)

 

Formation de Sociétés en Suisse

 

Harmonious economic development and strong immigration

The Swiss is a country in Western Europe, landlocked, without access to the sea, located in the heart of the Alps. It is bordered to the north by Germany, to the east by Austria and Liechtenstein, to the south by Italy, and to the west by France. This privileged central location places it under the influence of its large neighbors, particularly linguistic ones. Several official languages are spoken there: German, French, Italian and Romansh.

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Formation de Sociétés en Suisse

 

The country is one of the most developed and wealthy in the world. Its economy is mainly based on high value-added services such as finance and high-tech industries. Industries, often in very specialized niches (watchmaking, chemicals, pharmaceuticals), remain competitive despite the very difficult international environment. Its trade is mainly directed to and from its neighbors and the European Union.
The population is growing mainly thanks to the contribution of immigration now, and it is increasing more and more quickly. It has been decades since Switzerland experienced such demographic growth, of +1.2 % per year since 2011. In 2020, the population exceeds 8.6 million inhabitants, however with marked growth. decrease, to +0.71 % over one year.

 

Formation de Sociétés en Suisse

 

This new population is mainly concentrated in large urban centers, some of them increasingly spanning national borders such as Basel and especially Geneva.
Urban growth in the latter is now concentrated on the French side, where the available space is much larger, and where prices are lower. This pushes many workers, more and more every year, to cross the border daily.
Zürich remains the leading Swiss urban area, and reaches 1.4 million inhabitants (2020). Geneva follows with more than one million inhabitants, and Basel reaches almost 900,000 inhabitants, both counting the population living in the suburbs abroad, on the side of France and Germany.

 

Corporate Taxation in Switzerland

Corporate tax rate (IS)

Global CIT rate (%) Federal IS: 8.5% on profit after tax (7.83% on profit before tax). Cantonal and municipal CITs are added to the federal CIT, resulting in an overall effective tax rate of between 11.9% and 21.6%, depending on the place of residence of the company in Switzerland.

Corporate tax (IS) due dates

CIT return deadline The expiry date varies from one canton to another (generally between six and nine months after the end of the financial year).
CIT final payment due date The due date varies from canton to canton.
Estimated due dates for CIT payments Federal CIT is generally due no later than March 31 of the following tax period. At the cantonal level, the due dates vary from one canton to another.

Personal income tax rate (PPI)

Global PIT rate (%) Federal: 11.5%

The cantonal and municipal PIT rate varies according to the cantons and is added to the federal PIT rate, which translates into an overall PIT rate of between 22.5% and 45%.

Personal income tax (PIT) due dates

PIT return due date Usually March 31, but may vary by canton.
IRP final payment due date 30 days after the final invoice.
PIT estimated due dates Federal: March 31 of the following fiscal period.

At the cantonal level: the due date varies according to the canton.

Value added tax (VAT) rate

Standard VAT rate (%) 7,7%

Withholding tax rate (WHT)

WHT rate (%) (Div / Int / Roy) Resident: Between 0 and 35 / Between 0 and 35/0

Non-resident: between 0 and 35 / between 0 and 35/0

Capital gains tax rate (CGT)

Corporate capital gains tax rate (%) Overall, an effective tax rate of between 11.9% and 21.6% depending on the place of residence of the company in Switzerland applies. The exceptions to be considered relate to the participation reduction and real estate capital gains.
Tax rate for individual capital gains (%) Movable property: exempt.

Non-movable property: exempt from federal tax and the cantonal tax rate varies between cantons.

Wealth / Equity Tax Rate

Global wealth / equity tax rate (%) Federal: exempt.

The personal net wealth tax rate at cantonal and municipal level varies from one canton to another, which translates into an overall personal wealth tax rate of between 0.15% and 1.011 TP1T.

Rate of inheritance and gift tax

Rate of inheritance tax (%) Federal: exempt.

Spouse: exempt.

Direct descendants: exempt in most cantons.

Others: depending on the relationship with the deceased and varies according to the canton.

Gift tax rate (%) Federal: exempt.

Spouse: exempt.

Direct descendants: exempt in most cantons.

Others: varies by canton.

NA means Not Applicable (that is, the territory does not have the stated tax or requirement)
NP stands for Not Provided (i.e. information is not currently provided in this chart)