Economic freedom, which is guaranteed under the Swiss Constitution, allows anyone, including foreign nationals, to register a business in Switzerland, to form a company or to hold an interest in one. The Swiss government has created an environment where innovation in a startup framework is linked with incentives and upgrade in the business activity. Investors around the world do not miss this opportunity and make their leap to start a business in Switzerland. One of the ways through which an investor can enter into the Swiss markets is by setting up a Public Shareholding Company.
A Swiss Holding Company (AG) is a company whose primary purpose is to hold and manage participation in other companies. The Public Shareholding Company (AG) is the most popular and widespread legal form in Switzerland. However, not only the spread of this respective legal form is the highest, but also its reputation.
Features of a Public Shareholding Company in Switzerland
- The minimum capital requirement is CHF 100,000
- At least one shareholder and one member of the board of directors, whereby these may be the same person
- The majority of the members of the board of directors who are authorized to sign have to reside in Switzerland
How to Set Up a Public Shareholding Company in Switzerland?
The Public Shareholding Company in Switzerland is an important and popular legal structure in Switzerland. Foreign companies often use this legal form when establishing a subsidiary. AG is a corporation with a legal entity whose liabilities are covered exclusively by its own assets. This type of business entity is not only the ideal structure for large companies, but it is also suitable for small and medium-sized companies. It is the most commonly used legal form for holding and financial companies. The company formation process for a Public Shareholding Company is as follows:
- The first step includes checking the availability of the proposed company name. Note that, your company name must not be similar to that of existing company names in Switzerland
- The next step is to appoint a notary to notarize the deed of incorporation and locating the necessary information for the incorporation
- Further, we have to do the Notarial incorporation, such as notarization of the founders' meeting. If the founder will not participate in the meeting, a proxy (power of attorney) will be required. This must be entered into in front of the public notary (it is usually legalized and apostilled, if legalization takes place outside of Switzerland)
- The final step is submitting all the required documents and registering the company in the commercial register
A company need not have a license in Switzerland unless prescribed by the law. The usual time frame for a straightforward incorporation is normally approximately two weeks, with the preparation and execution of the incorporation documents taking one week and the registration with the commercial register usually occurring within another week.
Documents Required to Set Up a Public Shareholding Company in Switzerland
- Application to the commercial register
- Public deed of incorporation
- Articles of Association
- Declarations of acceptance of the directors only required if their position is based on appointment and not automatic as a consequence of being a quota holder
- Legalized signatures of all persons who are authorized to sign on behalf of the company and therefore must be registered in the commercial register
- Proof that the independent statutory auditors have accepted their appointment or, as the case may be, an opting-out declaration, waiving the right to elect auditors if the requirements for a mandatory (limited or full) audit are not fulfilled
- If the company does not have its own offices, a written domicile acceptance declaration issued by the domicile-holder stating that the company has been granted legal domicile at the place where it is registered
The incorporation process is completed with the registration of the company in the relevant commercial register and the official publication in the Swiss Official Gazette of Commerce. A legalized commercial register extract is then issued to the founders. The establishment of the company becomes legally effective on the day of the registration in the register, which is indicated in the extract.
If you are looking to start a Public Shareholding Company in Switzerland, then we at Business Setup Worldwide are here to help you. Our advisors in Switzerland are well versed with the legal framework and can guide you through the incorporation process efficiently and effectively. Contact us today!