Setting up a Business in Switzerland

Overview by Globlatrade.net:

Legal Forms of Companies

Types of Companies and Capital (Max/Min) Number of Partners/Shareholders and Liability Registration Fees
Private Limited Company.
 
 
Minimum CHF 20,000. Maximum CHF 2 million.
Minimum 2 partners.
 
 
Liability is limited up to the registered capital and not to the amount contributed.
Statutes authentication and act of constitution by a public notary: 0.1% of the capital. Certification Act of commercial building statutes to obtain a legal entity: CHF 600 + 0.02% of the capital. Stamp fees: 1% of the capital (the first CHF 1,000,000 is exempt).
Public Limited Company.
 
 
Minimum 100,000 CHF.
Minimum 3 partners.
 
 
Liability is limited to the amount contributed.
Statutes authentication and act of constitution by a public notary: 0.1% of the capital. Certification Act of commercial building statutes to obtain a legal entity: CHF 600 + 0.02% of the capital. Stamp fees: 1% of the capital (the first CHF 1,000,000 is exempt).
General partnership.
 
 
No minimum capital.
Minimum 2 partners.
 
 
Liability is unlimited.
Statutes authentication and act of constitution by a public notary: 0.1% of the capital. Certification Act of commercial building statutes to obtain a legal entity: CHF 600 + 0.02% of the capital. Stamp fees: 1% of the capital (the first CHF 1,000,000 is exempt).
Limited partnership.
 
 
No minimum capital.
Two types of partners: active partners and sleeping partners.
 
 
Liability of active partners is unlimited. Liability of sleeping partners is limited to the amount contributed.
Statutes authentication and act of constitution by a public notary: 0.1% of the capital. Certification Act of commercial building statutes to obtain a legal entity: CHF 600 + 0.02% of the capital. Stamp fees: 1% of the capital (the first CHF 1,000,000 is exempt).
 
 

Business Setup Procedures

Administrative Formalities
After finding a location for establishing office, the company needs to be registered with the Office of Companies Register, if the annual turnover amounts to at least SF 100,000 (USD 1 = 1.20 Swiss francs). 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 one of the official language used in the concerned canton.

Registration made in due form, is passed on the following day to the federal Office of the Companies Registrar which, upon approval, publishes it in the Swiss Official Business Sheet (FOSC).

The Competent Organization
The Chamber of Notaries (in French).
Time Necessary for Registration
2-3 weeks
 

Recovery Procedures

Principle
Bankruptcy proceedings may be initiated by the creditors of a company or by the involved company. In the event of an over-indebtedness (surendettement/Überschuldung) of the company, the board of directors is responsible for the notification of the competent judge, unless there are tangible prospects of a restructuring.

Once the judge has been notified, bankruptcy proceedings are initiated by the court, and the bankruptcy office draws up an inventory and publishes the bankruptcy, requesting any creditors and debtors to file their claims and debts.

Minimum Debt-to-Capital Ratio Triggering Liquidation
There is no minimum debt-to-capital ratio triggering liquidation in Switzerland. Creditors may initiate debt enforcement proceedings (Betreibungsverfahren / procédure de poursuite) by filing a debt collection request (Betreibungsbegehren / réquisition de poursuite) against the debtor with the competent cantonal debt collection office (DCO; Betreibungsamt / office des poursuites). The DCO will then serve a summons for payment (Zahlungsbefehl / commandement de payer) on the debtor.

 

 If the debtor does not file an objection, or after the objection has been validly dismissed by the courts, the creditor may request execution proceedings to be initiated.

Bankruptcy Laws
The insolvency law of Switzerland. It governs insolvency, foreclosure, bankruptcy and debt restructuring proceedings in Switzerland.

It is principally codified in the Federal Statute on Debt Enforcement and Bankruptcy (German: Bundesgesetz über Schuldbetreibung und Konkurs, SchKG; French: Loi fédérale sur la poursuite pour dettes et la faillite, LP) of 11 April 1889 (as amended), as well as in ancillary federal and cantonal laws.

Reorganization and Rehabilitation Laws
The Swiss law provides for debt restructuring agreements (Nachlassvertrag / concordat). These are court-mediated or out-of-court settlements between the debtor and his creditors and allows a private or public company - or a sovereign entity - facing cash flow problems and financial distress, to reduce and renegotiate its delinquent debts in order to improve or restore liquidity and rehabilitate so that it can continue its operations.

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