Hamburger
  • Form of entity

    Stock corporation

    Legal form intended for large-sized companies with high capital requirements, but also popular among smaller companies. Managed by a board of directors, which is elected by the general meeting of shareholders. The articles of incorporation may limit the transferability of a company’s shares.

    Last modified 28 Jun 2024

  • Entity set up

    This is an overview of certain aspects of Swiss corporate law as of the date hereof which does not purport to be comprehensive, and may not be relied upon as legal or other advice or in any other way.

    Stock corporation (Aktiengesellschaft, AG / Société Anonyme, SA)

    • Unlimited number of shareholders allowed but at least 1 founder (individual or legal entity)

    • The stock corporation has sole liability for its debts and liabilities

      Taxed on its earnings at a corporate level and shareholders are taxed on any distributed dividends

    • Board of directors is the managing body and has the authority to represent the stock corporation with respect to third parties. The day-to-day management may be delegated to third parties by respective board resolution and enacting of organizational by-laws and

    • Annual audit report required (waiver possible for small companies).

    Limited liability company (Gesellschaft mit beschränkter Haftung, GmbH / Société à Responsabilité Limitée, SARL)

    • Unlimited number of quotaholders allowed but at least one founder (individual or legal entity).

    • The limited liability company has sole liability for its debts and liabilities, although articles of incorporation may impose obligation to pay in additional capital.

    • Taxed on its earnings at a corporate level and quotaholders are taxed on any distributed dividends.

    • In absence of any rules to the contrary, the management is delegated to all partners.

    • Generally, annual audit report required (waiver possible for small companies).

    • Legal form intended for small and medium-sized companies.

    Last modified 28 Jun 2024

  • Minimum capital requirement

    Stock corporation

    Minimum stated capital of CHF100,000 (or an equivalent amount denominated in a foreign currency that is of importance for the business activity). When issuing registered shares, 20 percent of the share capital, but minimum of CHF50,000 (or, if the share capital is denominated in a foreign currency, an amount equivalent to CHF50,000 in the foreign currency) must be paid-in at the time of incorporation.

    Last modified 28 Jun 2024

  • Legal liability

    Stock corporation

    Shareholders of a stock corporation are generally not liable for any debt or liability of a corporation, except for the payment of share price.

    Last modified 28 Jun 2024

  • Tax presence

    Stock corporation

    A stock corporation is taxed at 2 levels (so-called economic double taxation). First, the stock corporation pays a corporate tax on its corporate income; when the stock corporation distributes profits to shareholders, they pay income tax on those dividends. Capital tax is only levied on a cantonal and communal level.

    Last modified 28 Jun 2024

  • Incorporation process

    Stock corporation

    Incorporation meeting with the notary public; filing of the incorporation documents with the commercial register; registration of the stock corporation in the commercial register.

    Last modified 28 Jun 2024

  • Business recognition

    Stock corporation

    Well regarded and widely used; more than 48 percent of the companies in Switzerland are organized as stock corporations.

    Last modified 28 Jun 2024

  • Shareholder meeting requirements

    Stock corporation

    Required to hold annual general meeting of shareholders to vote on certain items, such as election of directors. The general meeting may be replaced by circular resolutions if all shareholders are represented and no shareholder requests an oral deliberation.

    Last modified 28 Jun 2024

  • Board of director meeting requirements

    Stock corporation

    Annual meeting of the board of directors is required.

    Last modified 28 Jun 2024

  • Annual company tax returns

    Stock corporation

    Must annually file tax returns with federal and cantonal tax authorities.

    Last modified 28 Jun 2024

  • Business registration filing requirements

    Stock corporation

    Registration in commercial registry is required.

    Last modified 28 Jun 2024

  • Business expansion

    Stock corporation

    No need to change as business expands.

    Last modified 28 Jun 2024

  • Exit strategy

    Stock corporation

    Where the corporation is dissolved for reasons other than insolvency or a court judgment, the general meeting of shareholders passes a resolution; the board of directors subsequently notifies the dissolution for entry in the commercial register.

    Last modified 28 Jun 2024

  • Annual corporate maintenance requirements

    Stock corporation

    Annual board of directors and general meeting of shareholders; annual report generally consisting of annual accounts and management report.

    Last modified 28 Jun 2024

  • Director / officer requirements

    Stock corporation

    If there are several directors, one director must be appointed as chairman. The board of directors appoints a secretary (responsible for protocol of board of directors meeting and other administrative duties; not required to be member of the board or management). No requirement to delegate day-to-day management to officers, but articles of incorporation may authorize the board of directors to do so.

    For more information on directors’ duties, see our Global Guide to Directors’ Duties.

    Last modified 28 Jun 2024

  • Local corporate secretary requirement

    Stock corporation

    None required.

    Last modified 28 Jun 2024

  • Local legal or admin representative requirement

    Stock corporation

    At least 1 director or officer with single signatory power or 2 directors or officers with joint signatory power by 2 must be resident in Switzerland.

    Last modified 28 Jun 2024

  • Local office lease requirement

    Stock corporation

    None required, but in absence of local offices, a c/o address is required.

    Last modified 28 Jun 2024

  • Other physical presence requirements

    Stock corporation

    Requirement to choose a domicile.

    Last modified 28 Jun 2024

  • Sufficiency of virtual office

    Stock corporation

    Sufficient for incorporation; however, a written declaration by the holder of the domicile needs to be supplied confirming that they allow the stock corporation to have its domicile at the address stated.

    Last modified 28 Jun 2024

  • Provision of local registered address by law firm or third-party service provider

    Stock corporation

    Possible.

    Last modified 28 Jun 2024

  • Provision of local director or corporate secretary by law firm or third-party service provider

    Stock corporation

    No restrictions regarding the provision of local director or corporate secretary by law firm or 3rd-party service provider.

    Last modified 28 Jun 2024

  • Nationality or residency requirements for shareholders, directors and officers

    Stock corporation

    At least 1 director or officer with single signatory power or 2 directors or officers with joint signatory power by 2 must be resident in Switzerland.

    Last modified 28 Jun 2024

  • Restrictions regarding appointment of nominee shareholders or directors

    Stock corporation

    Generally none for nominee directors. In contrast, the stock corporation may (in case of registered shares with restriction of transferability) refuse entry in the share register where the acquirer fails to declare expressly that they have acquired the shares in their own name and for their own account.

    Last modified 28 Jun 2024

  • Summary of director's, officer's and shareholder's authority and limitations thereof

    Stock corporation

    The board of directors is elected by the general meeting of shareholders and is the managing body. It has the authority to represent the stock corporation with respect to third parties and has certain non-transferrable duties that cannot be delegated to officers (eg, overall management, determination of the organization, organization of the accounting, financial control and financial planning systems, appointment, supervision and dismissal of officers and compilation of the annual report). Officers may be appointed by the board of directors to oversee day-to-day operations of the corporation.

    Last modified 28 Jun 2024

  • Public disclosure of identity of directors, officers and shareholders

    Stock corporation

    Identity of directors and officers is publicly disclosed; identity of shareholders is generally not publicly disclosed, except for the identity of the first subscribers of shares upon establishment of a stock corporation or in capital increases, and the disclosure obligations pursuant to the Financial Market Infrastructure Act (FMIA) with regard to shares listed on the stock exchange.

    Last modified 28 Jun 2024

  • Minimum and maximum number of directors and shareholders

    Stock corporation

    There must be at least one shareholder. No maximum number exists. For directors, the minimum number is one, while there is no maximum number.

    Last modified 28 Jun 2024

  • Minimum number of shareholders required

    Stock corporation

    1 shareholder is sufficient.

    Last modified 28 Jun 2024

  • Removal of directors or officers

    Stock corporation

    The general meeting of shareholders is entitled to dismiss the members of the board of directors.

    Last modified 28 Jun 2024

  • Required and optional officers

    Stock corporation

    None required; any optional officer is allowed, if the board of directors is authorized to delegate powers in the articles of incorporation.

    Last modified 28 Jun 2024

  • Board meeting requirements

    Stock corporation

    At least one annual board of directors meeting is required; circular resolutions are possible. Minutes need to be kept of the board's discussions and resolutions and signed by the chairman and the secretary.

    Last modified 28 Jun 2024

  • Quorum requirements for shareholder and board meetings

    Stock corporation

    For shareholders' meetings, subject to certain decisions that require a qualified majority of 2/3 of the represented voting rights and an absolute majority of the nominal value of represented shares, no attendance quorum applies and resolutions may be taken with simple majority of represented shares. Further, a stock corporation's articles of incorporation may stipulate additional quorum requirements.

    For board meetings, subject to a stock corporation's articles of incorporation and/or organizational regulations, no attendance quorum applies and decisions may be taken by simple majority of the cast votes.

    Last modified 28 Jun 2024

  • Must a bank account be opened prior to incorporation, and must the bank account be local?

    Stock corporation

    In case of incorporation by cash, it is required to pay in the share capital in cash to a special blocked account to be opened with a Swiss bank before the incorporation meeting.

    Last modified 28 Jun 2024

  • Auditing of local financials. If so, must the auditor be located in local jurisdiction, and must the company's books be kept locally?

    Stock corporation

    Auditors must audit the stock corporation's books annually and submit a report thereon to the board of directors and the shareholders. Waiver of audit is possible for small companies. Generally, the auditor must be located in Switzerland. The stock corporation's books must be kept locally.

    Last modified 28 Jun 2024

  • Requirement regarding par value of stock

    Stock corporation

    The nominal value of a share must be larger than zero.

    Last modified 28 Jun 2024

  • Increasing of capitalization if needed

    Stock corporation

    Effectuated by share capital increase (ordinary or conditional) to be reflected in articles of association, which requires a resolution or authorization from the general meeting of shareholders. In addition, the board of directors may be authorized in the articles of association to increase and/or decrease the share capital within a defined bandwidth (so-called capital band).

    Last modified 28 Jun 2024

  • Summary of how funds can be repatriated from your jurisdiction (ie dividends or redemption)

    Stock corporation

    Free equity can be repatriated abroad from Switzerland via dividend or redemption. Withholding tax (35 percent) may arise.

    Last modified 28 Jun 2024

  • Restrictions on transferability of shares

    Stock corporation

    Shares may generally be transferred freely. Board of director’s consent is only needed in case of registered shares and a corresponding provision in the articles of incorporation.

    Last modified 28 Jun 2024

  • Obtaining a name and naming requirements

    Stock corporation

    The business name must indicate the legal form and must be clearly distinct from every other business name of businesses already registered in Switzerland. A reservation of a business name is not possible.

    Last modified 28 Jun 2024

  • Summary of "know your client" requirements

    Stock corporation

    No general KYC requirements except for financial intermediaries and dealers, as defined in the Swiss Anti-Money Laundering Act.

    However, reporting requirements regarding the identity of the owner of bearer shares and regarding the ultimate beneficial owner of shareholders holding more than 25 percent of the voting rights or capital in a stock corporation may apply to unlisted stock corporations.

    Last modified 28 Jun 2024

  • Approval requirements for amending charter document

    Stock corporation

    Generally, the shareholders' meeting must formally approve a resolution to any amendment to the articles of incorporation.

    Last modified 28 Jun 2024

  • Licenses required to conduct business in jurisdiction

    Stock corporation

    In general, no license requirements except for specific sectors such as, for example, banking and insurance.

    Last modified 28 Jun 2024

  • Process of purchasing and utilizing a shelf company

    Stock corporation

    Although not uncommon in practice, purchase of a shelf stock corporation and its subsequent reactivation may be held void and involves various and substantial legal and financial risks. It is therefore not advisable under Swiss law.

    Last modified 28 Jun 2024

  • Key contacts
    Dr. Philippe Borens, LL.M
    Dr. Philippe Borens, LL.M
    Partner Schellenberg Wittmer [email protected] T +41 44 215 5249 View bio
Download PDF

Summary of director's, officer's and shareholder's authority and limitations thereof

Download PDF

Switzerland

Stock corporation

The board of directors is elected by the general meeting of shareholders and is the managing body. It has the authority to represent the stock corporation with respect to third parties and has certain non-transferrable duties that cannot be delegated to officers (eg, overall management, determination of the organization, organization of the accounting, financial control and financial planning systems, appointment, supervision and dismissal of officers and compilation of the annual report). Officers may be appointed by the board of directors to oversee day-to-day operations of the corporation.

Last modified 28 Jun 2024

Download PDF