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Q: Starting a Business in Switzerland ( Answered,   0 Comments )
Subject: Starting a Business in Switzerland
Category: Business and Money > Small Businesses
Asked by: ergo30-ga
List Price: $100.00
Posted: 26 Aug 2006 23:38 PDT
Expires: 25 Sep 2006 23:38 PDT
Question ID: 759852
I am a US Citizen.  I own a web company.  I have clients in Australia,
Europe, and the US.  Can I open my business in Switzerland?  What's
required from me to do this?
Subject: Re: Starting a Business in Switzerland
Answered By: hummer-ga on 27 Aug 2006 07:53 PDT
Hi ergo30,

Sure, Switzerland is open for business. Following you will find
several websites which should get you off to a good start in
establishing a business in Switzerland. The first two are especially
important and are based on following links depending on your specific
needs. I've posted some examples, but the best thing to do is to just
go to the websites and click through the links yourself.

>>> US Embassy /

Doing Business in Switzerland
U.S. Commercial Service
"The U.S. Commercial Service offers assistance to help U.S. companies
doing business in Switzerland..."

Doing Business in Switzerland
Switzerland 2006 Country Commercial Guide
"The Country Commercial Guide Switzerland is a good starting point for
U.S. businesses interested in doing business in Switzerland. This
guide describes the economic and commercial environment of
Switzerland, including best potential market sectors, trade
regulations etc."
Chapter 01 - Executive Summary
Chapter 02 - Political and Economic Environment
Chapter 03 - Selling U.S. Products and Services
Chapter 04 - Leading Sectors for U.S. Export and Investment
Chapter 05 - Trade Regulations and Standards
Chapter 06 - Investment Climate
Chapter 07 - Travel & Project Financing
Chapter 08 - Business Travel
Chapter 09 - Contacts, Market Research and Trade Events
Chapter 10 - Guide to our Services

Chp 03: Selling U.S. Products and Services
Establishing an Office
"The actual mechanics of forming and registering an office in
Switzerland can be accomplished in two to three weeks, but the
planning process can be more time-consuming and involves many factors.
Probably the most important factor to consider for establishing an
office in Switzerland is its location. Tax laws, availability of work
permits, availability of labor force, and availability and cost of
business facilities vary widely among cantons. Some cantons may offer
special incentives for foreign investors.
Once a location is selected, the company must be registered in the
Commercial Register, provided annual turnover amounts to at least SF
100,000 [about US$80,800]. If annual turnover is under that amount,
the company is not required to register. Registration documents
contain the company name, amount of share capital, business purpose,
names of directors and managers, and names of those who have signatory
powers. Documents must be notarized and legalized by an "apostille"
(legalization of the notary's signature) and, if required by the
particular canton, translated by a recognized translator into German,
French or Italian.
The company's board of directors must consist of a majority of Swiss
citizens, residing in Switzerland. However, with the exception of
ownership interests in banks and real estate firms, foreigners may
hold majority shares. Foreign-controlled companies usually meet this
requirement by nominating Swiss directors who hold shares and perform
functions on a fiduciary basis. The manager need not be a Swiss
citizen, but at least one person authorized to sign with a sole
signature or two persons authorized to sign by joint signature must be
Swiss residents.
Registration also includes special wording that the company, if a
branch of a foreign corporation, is relatively independent from the
corporation's head office from an economic and non-economic point of
view. This basically enables the branch to exist as if it were a
separate legal entity in Switzerland. The branch must have its own
books of account, although such books may be kept by the company
headquarters or by a third party. A branch does not enjoy limited
liability. For that reason, American companies should normally set up
a subsidiary.
Employment regulations and restrictions are often a concern to
businesses once they have registered. Foreign employees must have work
permits that are granted at the cantonal level (quotas apply) and
approved at the federal level. Hiring Swiss residents is more
straightforward. There is no minimum wage, but the company is liable
for a host of benefits and compensations, ranging from pension plan
contributions to health and accident insurance.
A final factor that needs to be taken into consideration when setting
up a business is tax liability. As a rule, foreign companies have a
tax liability on income attributable to a Swiss permanent
establishment or income from immovable property located in
Switzerland, including gains on the sale of such property. Withholding
tax is levied on dividends and certain kinds of interest.
Under the U.S.-Switzerland treaty on double taxation, income from
industrial and commercial activities is not taxed in either country
unless derived from a permanent establishment in the taxing country.
Switzerland taxes only those industrial and commercial profits of a
U.S. permanent establishment in Switzerland attributable to in-country
activities. The same deductions are allowed in determining taxable
income as for a Swiss corporation. Detailed information on investment
in Switzerland is included in the Investment Climate Statement,
Chapter 6.
Detailed information regarding setting up and staffing a business
enterprise in Switzerland is available from the Swiss-American Chamber
of Commerce and from "Doing Business Guides" published by such
organizations as Ernst & Young and PricewaterhouseCoopers."

>>> Swiss-American Chamber of Commerce
Click on "Doing Business in Switzerland"

Switzerland - Why?

"In Switzerland a company can be established in the form of a
corporation (Aktiengesellschaft) or a limited liability company (LLC;
Gesellschaft mit beschränkter Haftung); for a comparison of the two
does not need a license to do business in Switzerland, except in
circumstances where the carrying on of a certain business is subject
to licensing requirements, e.g., in the case of banks, insurance
companies, railways, airlines, etc.
The shareholders of a Swiss company do not need to be Swiss citizens
or Swiss companies, nor do they need to have special qualifications.
However, the majority of the members of the board of directors of a
Swiss corporation (unlike the managing officers of an LLC) must be
Swiss citizens or citizens of a member state of the EU or the EFTA and
must be domiciled in Switzerland."
Forms of businesses in Switzerland
"In Switzerland, the following main forms of businesses are available:
 * Corporation: A company with a predetermined capital that is divided
into bearer or registered shares. The shareholders' liability is
limited to the nominal capital invested in the corporation.
 * Limited Liability Company: A company with a limited capital divided
into quotas. The quotaholders' liability is limited to the company's
registered capital.
 * General Partnership: A partnership of two or more individuals in
which the partners have unlimited liability and are generally bound by
the acts of the other partners.
 * Simple Partnership: A contractual relationship between two or more
persons (individuals or corporations), mainly for the realization of a
particular project. This type of relationship has characteristics
similar to a general partnership but, in particular, its name is not
protected by law.
 * Cooperative: A union of at least seven persons, without upper
limit, which is organized as an entity. Used mainly by agricultural
and large retail organizations.
Instead of incorporating a company in Switzerland a business can be
operated through a branch of a foreign company. Further, it should be
noted that the legal form of a "trust" as known in common law does not
exist in Swiss (civil) law."

Employment law - Details

Business development agencies
"These members offer confidential and professional assistance to firms
that are interested to:
 ·   Establish or expand a business in Switzerland 
Companies interested in establishing or expanding a presence in
Switzerland are encouraged to contact these members for assistance."

>>> Location Switzerland

How To Proceed
"We are prepared to get you started on the process quickly and
efficiently, and have created materials that will allow us to work
with you to gather the necessary information and identify points of
contact for you."
* Checklist document planning for setting up a company
* Investment Project Questionnaire
* Schedule of Activities for Setting Up a Company (Corporation)

Legal Aspects   	 	
"As a general rule, the freedom of trade and industry allows everyone,
including foreign nationals, to set up a business in Switzerland or to
hold a financial interest in one.
An overseas individual or foreign company may choose the business form
which best meets their needs.
The general regulations on accounting in Switzerland are clear and concise.
The time required and expenses of establishing a business enterprise
remain moderate in Switzerland."
* Checklist document
* Setting up schedule

>>> HLB International booklet

A booklet prepared by HLB International 
First steps
"Generally, no approval from the authorities is required to establish
a business in Switzerland. To conduct a business personally on a
permanent basis, however a work or residence permit is required..."
"Incorporating a company in Switzerland has limited requirements in
terms of bureaucracy, costs and time. The main steps to be taken in
order to set up a company under the form of a joint stock company
(SA/AG) can be outlined as follows:
1. Location research...
2. Approval of the company name by the Register of Commerce...
3. Articles of Incorporation...
4. Payment of share capital...
5. Company?s incorporation...
6. Entry in the Register of Commerce...
Establishment costs 
"The time required for a company to be set up is normally between 2
and 4 weeks. Some of the costs of establishing a corporation are the
- Stamp duty: 1% of the nominal capital. Exemption for paid in capital
as well as capital increases up to CHF 250,000 (see paragraph 10.4);
- Fees for registration, notary, registry of files: can approximately
start from CHF 5,000 for smaller companies;
- Consulting and attorney costs: they can vary from CHF 2,000 to CHF
5,000 for smaller companies."
Swiss accounting standards
"The general regulations on accounting standards are contained in the
law (OC) and are brief and to the point. In particular, they prescribe
that accounts must be kept in an orderly manner and must allow
identification of business assets, receivables and payables, profit
and losses in each business year..."

>>> Handbook Information concerning Switzerland for entrepreneurs,
advisers and decision-maker
by BÜRGI NÄGELI attorneys

"Foreign companies often choose the legal form of a branch for
entering the Swiss market. Branches are not
distinguished as separate legal entities under Swiss civil law. There
are only references to branches under
other legal forms (e.g. corporation or limited liability company). The
branch is subject to the provisions of
Swiss law (civil law, contract law, international private law). As far
as authorization, registration, taxation, and
accounts are concerned, a branch is treated like a Swiss company.
See chapter 3.1 Legal system and principles
Facts 6.1, Synoptic table, legal forms"

>>> Book

Switzerland Business & Investment Handbook
The complete handbook on investment and business in Switzerland
The Switzerland Business & Investment Handbook covers all key aspects
of doing business, investing and living in Switzerland.

Switzerland Business & Investment Handbook: Economy, Law, Taxation,
Real Estate, Residence, Facts & Figures, Key Addresses (Hardcover)
by Christian H. Kalin (Editor)
Price: $215.00  (free shipping)
23 used & new available from $139.99

Switzerland Business and Investment Handbook: Economy, Law, Taxation, Real...
Books 2 Door Limited
(Leicester, ., United Kingdom) 	
Book Price: US$ 2.91 + US$  26.41 postage (7-12 business days)
Description: "This book is new, unused and available in stock for
immediate dispatch.
Although book is in a new condition it may have been subject to some
slight shelf ware and (or) a sticker from the publisher on the reverse
of the book."

Additional Links of Interest

Commercial Registry Offices in Switzerland


State Secretariat of Economic Affairs
Federal Office for Social Security 

Zurich  Setting-up a Business

I was glad to work on this for you and I hope my answer is just what
you were hoping for. If you have any questions, please post a
clarification request and wait for me to respond before closing/rating
my answer.

Thank you,

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