7 Steps to Set Up an Offshore Company in Switzerland 2019

An offshore company is one which is located outside the country of origin where it has its main office and operations. Switzerland is considered one of the most convenient jurisdictions for offshore corporation formation because of the low taxation enabled by the peculiar low tax laws. Officially, Switzerland is not an offshore jurisdiction, but due to its taxation system, it has the features of an offshore zone and becomes very attractive for the offshore company formation. Switzerland has agreements with more than 100 other states for the double taxation avoidance. The tax system in Switzerland is different for every canton, so it is possible to register a company at the canton which offers the lowest taxation. At the moment Schwyz and Zug are the most attractive cantons for the offshore company formation in Switzerland.

Features of an Offshore Corporation in Switzerland

  • Foreigners can own all the shares in an offshore company
  • Only one shareholder is required to form an offshore company
  • Only one director is required who can also be the sole shareholder
  • Shareholders name is not listed in the government’s public registry
  • For added privacy, nominee shareholders and directors are available

Advantages of an Offshore Corporation in Switzerland

  • Entrepreneurs may find bureaucracy and red tape less of an obstacle in offshore jurisdictions
  • No corporation tax on profit
  • No restriction to maintain accounting records and documents
  • No minimum share capital required in order to form a company
  • No VAT

Types of Swiss Offshore Companies

1. Aktiengesellschaft (AG)

This structure offers a combination of the advantages of a corporate structure with limited obligations and the flexibility of a partnership with tax benefits for all partners. Under this, at least one founder is required. He/She can be a Swiss citizen or a foreigner and can be an individual or a legal entity.

2. Private LLC

Here, the liability of the shareholders is directly proportional to the contribution to the initial capital, thus protecting private assets in the company's insolvency. A Private LLC in Switzerland requires at least one shareholders and director, whereby these may be the same person.

3. Societe Anonyme (SA)

This type of business entity can be owned by foreign expat and can own all the shares. Under the SA in Switzerland, the shareholders name is not listed in the governments Public Registry and just one shareholder is required to form this business entity.

3. Trust

An offshore trust is set up when assets are transferred to an administrator. The administrator becomes the legal owner and is responsible for managing the assets and distributing them to the trust’s beneficiaries in accordance with the terms of the deed of the trust.

4. Foundation

The foundation is a hybrid between a trust and a company and combines the most favorable aspects of each of the two entities. It can be used as a more efficient and versatile tool for controlling and exercising the rights of shareholders, real estate ownership, family inheritance, and real estate planning.

Steps to Set Up an Offshore Company in Switzerland?

Switzerland enjoys International Double Tax Treaties with the EU, whilst not being the member of the same. Many international companies and entrepreneurs decide to incorporate in Switzerland for these reasons only. The process to register your offshore company is simple and straight-forward just like any other company registration. The company registration in Switzerland must be done at the Swiss Company Registry and the Swiss Commercial Registry. The steps to register are as follows:

1.Business Name Registration

Like every other country, the first step is company name registration. The company registration must be done at the registrar prior to incorporation. You can search for the availability of the business name here.

2.Fill the Incorporation Form and Submit the Documents

The next step is to register for company incorporation. The incorporator must appear before a notary to sign the necessary formation documents which include the Public Deed of Incorporation and the Articles of Association

3.Draft the Articles of Association

The Articles of Association must include the following information of the shareholder:

  • Corporation name
  • Corporation address in Switzerland
  • The purpose for the corporation
  • Share capital total amount and number of shares issued
  • Shareholder and general meetings conditions
  • Appointment of administrators and auditors

4.Issuance of Registration Certificate

The Registrar then issues a Registration Certificate for the new corporation

5.Publishing in the Official Gazette

In the next step, the names of the shareholders along with the Articles of Association are published by the Registrar in the Swiss official Commercial Gazette

6.Incorporation of the Company

Once it is published, you can start with the business activity. The whole process requires around 8-10 business days

7.Post Incorporation Procedure

After you start your company operations, you must also take care of these procedures

Documents Required to Set Up a Switzerland Offshore Company

  • An application form
  • Draft of the Articles of Association
  • Information about the company and its shareholders
  • Letter from the Power of Attorney
  • Confirmation of the paid-up capital
  • A copy of the official publication of incorporation
  • Notarized Public Deed of Incorporation
  • Bank Confirmation stating that the share capital required is in the account
  • Consent to act forms signed by the proposed directors
  • Declaration of applicants
  • Completed official application form detailing the documentation and a notarized signature of the representative of the company

The minimum share capital required to form AG or SA is CHF 100,000. And remember that this amount needs to be paid right after company registration. For an LLC, the minimum capital required is CHF 20,000. There is a minimum of one shareholder and one director for each type of incorporation. In regards to the directors, they must be a natural person as well as a Swiss resident – corporate bodies are not permitted.

If you are interested in starting a business in Switzerland, then we at Business Setup Worldwide can be your go-to firm. Our advisors will help you with the process and make the incorporation process hassle-free. Contact us today.

About the Author

prajakta.deshpande@bsworldwide.com's picture

Prajakta Deshpande, pursuing MBA in Finance & Marketing from Dayananda Sagar College of Engineering, loves to read books in her free time and is looking for a one-way route towards Hogwarts.