12 steps to incorporating in Switzerland in 2023
Incorporation in Switzerland is straightforward thanks to Healy Consultants’ transparent and logical engagement project planning. The following is an overview of the steps Healy Consultants will complete on your behalf in order to establish a new Switzerland company.
- Before Healy Consultants can officially start the company incorporation process, our Client will sign the engagement letter and return the original to our Singapore head office. Healy Consultants will then prepare a detailed engagement plan for our Client, outlining the roadmap for Switzerland business incorporation, thus minimizing unwanted surprises and meeting expectations;
- Next, our Client and Healy Consultants agree on i) a suitable company name and ii) the optimum corporate structure, including preferred foreign shareholders and directors, and the appointment of a Swiss resident director. Healy Consultants will collect the required due diligence from our Client, including copies of passport, proof of address, and details of the company’s intended activities;
- Healy Consultants’ incorporation team performs a company name search with the specific Cantonal Office of the Commercial Registry, and if approved, begins the incorporation process. Based on our experience, we estimate the entire process to take approximately up to 5 working days for completion;
- Healy Consultants will prepare all required documents, including the articles of incorporation and resolutions to appoint members of the Board of directors and the statutory auditors. We will present these documents to a public notary within the preferred Swiss Canton, following which we send them to our Clients, who will sign them and return to us;
- Next, our bank account opening team visits a bank to open a Switzerland capital bank account for our Clients. There, we deposit the minimum paid-up capital applicable to the company structure (CHF20,000 for a GmbH). The bank issues confirmation of the deposit;
- Our Client will supply Healy Consultants the lease agreement for their office premises. If not possible, Healy Consultants will pleased to offer our Clients our Switzerland virtual office services for 6 months until they can find their preferred business address;
- Healy Consultants incorporation team emails the following corporate documents for our Client to sign and return: i) notarised Deed of Incorporation, ii) certified copy of the Memorandum and Articles of Association, iii) consent to act as director and shareholder and iv) signatures on the above documents must be notarized by our Client and legalized by the Swiss Embassy or Consulate in their country of residence;
- Healy Consultants incorporation team applies to register the Switzerland company at the Office of the Commercial Registry for the specific Canton, by filing the required notarized and legalized documents, as well as the deposit statement from the bank. When our team receives the Certificate of Incorporation from the cantonal company register, we will immediately email the same to you;
- Healy Consultants Compliance team prepares all the post-incorporation documents, including minutes of the first meeting, preparation of by-laws, and issuance of initial share certificates;
- Upon receipt of the signed documents above, Healy Consultants will file an application with the Office of the Commercial Register, submitting documents, including: i) the notarized deed of incorporation, ii) a certified copy of the articles of incorporation, iii) declarations of acceptance from the initial board members and auditors, iv) a confirmation by a Swiss bank that the initial share capital has been paid-in and v) a board resolution concerning the constitution of the board of directors;
- Healy Consultants will receive the notification confirming the company registration. An official notice for registration will appear in the Swiss Official Gazette of Commerce. Following business setup, Healy Consultants pays a one-off stamp tax to the Swiss tax office;
- Following company incorporation, Healy Consultants will mail our Client the complete company kit, including: i) original Certificate of Incorporation ii) a bound copy of Switzerland government approved Articles of Association and iii) original share certificates and iv) an Engagement Feedback Survey to assess the quality of Healy Consultants’ Switzerland company incorporation services.
Important documents required to complete Swiss company incorporation
Below is a standard set of documents our Clients should plan to provide Healy Consultants Group:
- For all foreign individual shareholder and directors – their passport copies, a recent proof of address and bank statements;
- Corporate shareholder incorporation documents, latest financial statements and bank statement;
- The Swiss resident director’s passport and recent address proof. If our Client does not have an individual for this position, Healy Consultants will provide a nominee to comply with this statutory obligation;
- A PoA authorizing Healy Consultants Group to submit company registration documents, tax registration forms on our Client’s behalf;
- The bank certificate of share capital deposit.
Frequently asked questions
Is a company secretary required for Switzerland business incorporation?No. A company secretary will not be required when our Clients incorporate a Switzerland company.
Are there any business restrictions for foreigners when incorporating in Switzerland?No. Foreigners incorporating in Switzerland face no restrictions as to the type of business activity they can perform.