In this article I will tell you how the Swiss company is registered and how it is beneficial for the entrepreneur. As a basis, we take the case of one of our clients, who chose Switzerland as the base for their online service. We will walk through the steps through all stages of the procedure and see some hidden possibilities.
At the request of the client, personal data and business data are changed.
Preparing to register a company in Switzerland
Matvey turned to our company to register a company in Switzerland. He found us on the Internet after a recommendation from a partner. For some time he had been studying the Swiss market for the possibility of opening a company there.
His project - an online service delivery service - required access to several European countries at once. At the same time, I wanted to have a certain freedom and the ability to flexibly set up a business. It is for this reason that he ultimately decided to seek our advice.
After receiving his appeal, we sent him a questionnaire, thanks to which we could have a complete picture of his business, plans and goals. This is necessary in order to select specific solutions or refuse if the desired result is, for example, illegal.
Even in Switzerland there is no universal tool for all occasions.
We specified whether Matvey has any wishes regarding the form of business and the canton for registration. There are 26 cantons in Switzerland and each has its own characteristics, so there is always something to choose from. Most importantly, each canton, as a separate state, has the right to set its own tax rates. The general corporate tax consists of the federal level (8.5%), cantonal (13-30%) and municipal. A businessman can choose a more "inexpensive" canton, for example, Zug, or more prestigious, but "expensive", for example, Zurich.
As for business forms, most often foreign investors choose from two types: GmbH (limited liability company) and AG (joint-stock company).
- The GmbH has a registered capital of 20,000 francs, is required from one founder and one director, the minimum share is from 100 francs.
- AG has a registered capital of 100,000 francs (at the time of registration, 50,000 francs can be paid), the requirements for directors are higher.
Matvey’s first desire is to choose a more affordable version of GmbH, because the initial investment is much less: saving from 30 to 80 thousand francs! However, we explained what the difference is between these forms of business, and why not everything is so obvious.
Of course, from a financial point of view, the benefit is clear, but information about the founders in the GmbH is published in the public domain in the Commercial Register. But in AG, data on shareholders is protected and their names (at the time of writing) are unknown to anyone except the notary public, who draws up company registration and certifies documents. The Commercial Register does not have this information.
Matvey, having studied all the arguments, decided that he was ready to contribute 50,000 francs to the authorized capital and create an AG. Thus, he protected personal information, and the budget for the development of the project was immediately in full possession. Initially, he planned to introduce money gradually.
He also chose the more respected canton of Zurich. Despite the fact that his project can be called a startup that is actively attracted to Zug, he decided to avoid any, even associative ties with Cryptodolina, which is located in Zug, and take a position next to international banks in Zurich.
After its decision, taking into account all the nuances, we were able to finally formulate an offer at a price for our services.
Start of company registration in Switzerland
The next stage is the preparation of constituent documents. Based on the information provided by Matvey, our lawyer drew up the following documents:
- Charter of a Swiss company;
- Contacting the Commercial Register with a request to register a company (in this case AG);
- Refusal from operations with Swiss real estate is also mandatory. The company should not have a goal to buy and use residential real estate. Thus, Switzerland protects the domestic market and does not allow foreigners to seize control of housing in the country.
- A statement that the company will not have a turnover of more than 10 million francs per year and more than 10 employees in Switzerland will allow it to avoid an audit.
After preparing the documents, we sent them to Matthew. He made sure that everything was in order and signed them, and then returned it to us.
After that, you can open a temporary account for entering the authorized capital of the company. The account is opened in the name of the founder - we do not have access to it, the client’s money is completely safe.
After transferring money to the account, the bank issued an official document confirming the presence of the authorized capital. The amount in the account is blocked for the registration period.
Next, the registration process began directly.
Swiss company registration
You can register a company in Switzerland with a personal visit, or remotely with our help.
With a personal visit, the procedure is easier, cheaper and faster. You come, visit a notary public with us, sign documents and calmly leave.
If you cannot visit Switzerland, then all the documents required for registration are signed by you wherever you are. Then you certify them appropriately: either at the Swiss consulate, where your signature is certified, or at a notary with the subsequent installation of the apostille.
Matvey decided that contacting a notary in the homeland was somewhat burdensome. He came to us in Switzerland and visited a local notary public with us. The specialist verified the documents with the identity of the visitor and signed everything.
However, there is one caveat: according to the law, the company's directors (that AG, that GmbH) must include a Swiss director. Most often this is solved as follows: the founder (or his authorized representative) becomes one director, and the local director becomes the second.
There are also cases where the founder simply appoints our specialist as a director, or he has his own person with Swiss residence.
After appointing directors and signing documents, your company is created. In general, registration takes about 2 weeks.
The next step is to open a bank account.
Open an account for a company in Switzerland
You take an extract from the Commercial Register that your company exists, other corporate documents (charter, list of directors), and then go to the bank.
You can choose a local bank in Switzerland, and you can also open an account abroad in almost any country.
Opening an account in Switzerland is not easy due to the fact that American tax officials are putting pressure on the banking system. However, European colleagues are also trying in this direction.
A bank may require a ton of documents, both corporate and personal. In particular, proof of origin of funds, a list of suppliers and customers, a business plan, a planned turnover, and so on. The procedure may take a month or more.
However, this is possible, especially if you will actively cooperate with us in terms of preparing and providing documents.
Another nuance: the client will have access to the account if he is a director with the right to sign. If not, you need to issue an additional power of attorney to obtain this access.
In our practice, there have been cases when the owners of a Swiss company were told that they would not get direct access to the account and all transactions would be conducted only through an intermediary - an agent who registered the company and opened an account. If you were offered this option, you should know that you are forcibly put in an uncomfortable position. Even if you did not become a director, there is a legal opportunity to access your account and your money.
Opening an account abroad is possible both remotely and personally. It all depends on the type of activity of your company, the ability to provide a deposit or a minimum balance, and other factors.
Matvey, after registering the company, filed documents with a reputable Swiss bank. The financial institution twice requested additional documents, mainly explanations of the business model. A month later, an account was opened.
At the same time, he applied and opened another account in Germany, where he also had preliminary agreements with contractors and customers were waiting. As a result, after 1.5 months, Matvey had a Swiss company and two bank accounts: in Switzerland and in Germany.
His service was ready to accept payments from all over the world, and two accounts diversified the risks in case one closed for any reason.
A few important points when working with a Swiss company
Since your company has a local director, you need to remember that you must work closely with him. This Swiss director, although partly nominal, still has unlimited responsibility for the activities of the company (Swiss law).
So it is not surprising that he will ask clarifying questions and strive to make sure that all actions of the company fit into the framework of the law. For violation of the rules, directors may be sent to prison. If you start to resist and bend your line, then the director will quit, and you will have to look for a new person in his place. After all, you still need a local director.
By the way, the director is not considered an employee - he is registered as a freelancer, which allows you to save a lot on payroll taxes.
Banks also ensure that all transactions are legal. Any suspicious movement of funds and a transaction is “slowed down", they will request documents and ask for clarification.
When registering a company in Switzerland, an IT company is free to choose any canton, but I recommend paying attention to Zug, where Cryptodolina is located and which actively attracts startups. However, like Matvey, you can choose the more prestigious Zurich. This can be especially useful for fintech projects that will be on the same field with the World Bank and other financial organizations.
Still worth mentioning about the staff. If you need to serve customers locally, then yes, you need to hire and put a person in your local office. This is what Matvey did, who needed the local operator to respond to customer requests. All other employees can and should be removed from the country - thanks to this, you can reduce the cost of salaries, social benefits and more.
To register a company, a legal address is sufficient and a physical office is optional. However, banks are very respected by those companies that have at least some kind of office, employees. This is a matter of substance - real presence. In some cases, customers are willing to bear the additional cost of organizing a real presence in order to open an account in Switzerland.
By the way, this is exactly what Matvey did: he rented an office for an employee, after which the conversation with the bank was simplified.
Another small life hack: banks love (and potential customers and business partners, too), if the company's website is located in the Swiss domain zone. This is credible. Although the servers themselves can be located in any other country.
When your turnover is more than 10 million francs and the team in Switzerland exceeds 10 people, it is necessary to conclude an audit contract.
A nice feature of Switzerland is that even if the tax office finds any errors or problems with you, it will not start to fine you right away, but will teach you how to fix it and give you time to improve. In addition, tax authorities do not arrange sudden inspections and warn in advance. For 3 months they offer several dates to choose from when they come to you.
Conclusion
Matvey opened a company in Switzerland, here he opened an account, as well as a second account in Germany. His service is developing and making a profit. Assets are protected, and personal information is not publicly available.
Of course, he has his own way and his own characteristics. You can also choose the type of company that suits you specifically, select the appropriate canton and conduct IT business around the world.
Switzerland will only provide your business with additional confidence and predictability. For the business world, which is constantly storming and twisting, this is important.