How Do You Incorporate a Company in Switzerland as a Foreign Founder or International Business?

Swiss corporate law offers two limited-liability company forms, known as GmbH/Sàrl/Sagl and AG/SA/SA depending on the cantonal language.

Since the 2023 corporate law revision, share capital can also be denominated in a foreign currency essential to the business, such as EUR, USD or GBP. A branch of a foreign company avoids minimum capital but still needs a Swiss-resident representative and its own commercial register entry.

This is the requirement that most often surprises foreign founders. Swiss law requires that the company can be represented by at least one person domiciled in Switzerland. That person can be a managing director, a board member or an authorized signatory with individual or joint signing power entered in the commercial register.

Nationality does not matter; residence does. Options include:

• appointing an employee or manager who lives in Switzerland;
• a founder relocating with the appropriate permit (non-EU/EFTA nationals face quota-based permits and a stricter process);
• engaging a professional Swiss-resident director or signatory through a fiduciary, with clear limits in the internal regulations.

If the resident representative resigns and is not replaced, the register can treat it as an organizational deficiency and ultimately order measures against the company, so succession planning matters.

1. Check the name for availability on ZEFIX and against trademarks.
2. Prepare the articles (Statuten), appoint management and the resident signatory, and obtain domicile confirmation if using a c/o address.
3. Open a capital-deposit account with a Swiss bank and pay in the capital; the bank issues a deposit confirmation. Contributions in kind need a founders' report and audit confirmation instead.
4. Sign the public deed before a notary in the canton of the seat. Founders can sign personally or via notarized and apostilled powers of attorney.
5. File with the cantonal commercial register, which reviews the application, enters the company and publishes it in the SOGC. The company acquires legal personality on entry.
6. Release the capital from the deposit account once registration is confirmed.

The notary and register work in the official language of the canton, so documents in other languages may need certified translation.

Individual founders provide passports, residential addresses and, for the signatory, specimen signatures. Corporate shareholders provide a recent certified registry extract and a resolution authorizing the investment and appointing a proxy, usually apostilled.

After registration:

• The company receives its UID number (CHE-xxx.xxx.xxx).
• VAT registration with the Federal Tax Administration is mandatory once taxable worldwide turnover reaches CHF 100,000; voluntary registration can be useful earlier.
• Cantonal and federal profit and capital taxes are assessed through the cantonal tax office. The federal profit tax is 8.5%, but combined effective rates vary markedly by canton and commune.
• Employer registrations cover AHV/AVS social security through a compensation office, accident insurance (UVG) and occupational pension (BVG).

Under the transparency rules in force from 1 October 2026, new companies must also report their beneficial owners to the federal transparency register; this register is not publicly accessible.

Swiss banks run thorough onboarding, and the capital-deposit account is the first test. Expect questions on the business model, the source of funds, the ultimate beneficial owners and, for some nationalities or sectors, enhanced due diligence. Allow time, provide a business plan and organization chart, and keep the story consistent across bank, notary and register.

Each year the company prepares financial statements under the Code of Obligations and holds its general meeting within six months of year-end. A limited audit is required unless the company has no more than 10 full-time employees on annual average and all shareholders agree to opt out. Companies must keep share and beneficial-owner registers, file cantonal tax returns and, if registered, file VAT returns, typically quarterly. Any change of signatory, address or articles must be filed with the commercial register.

Switzerland suits groups that need a credible European headquarters, holding or treasury function, or a base for high-value services and trading, and that can support real local substance — including the resident signatory. Its costs, capital requirements and banking scrutiny are higher than most EU options.

Compared with Luxembourg, Switzerland offers cantonal tax competition but sits outside the EU, so EU directives and VAT single-market rules do not apply. Compared with Germany, the GmbH is similar in concept and capital level and is also formed by notarial deed, but the Swiss residency rule for signatories has no German equivalent. If EU market access is the main goal, an EU entity is usually more direct.