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GLOBAL INFO

Switzerland

COUNTRY:

SWITZERLAND

QUESTION:

ANSWER:

1.      What are the main company forms in your country?

Company Limited by Shares (SA).

Limited Liability Company (SàRL).

2.      Which is the most preferred company form by foreign investors?

Company Limited by Shares.

3.      What are the basic capital requirements of this company? (minimum amounts, types of capital, deadline of capital contribution)

The share capital of the Company Limited by Shares shall be at least CHF 100’000 (about USD 100’000).

The capital contribution can be paid in cash or in kind.

Upon incorporation, a contribution of at least 20% of the par value of each share shall be paid but the minimum total contribution shall be at least of CHF 50’000.

4.      What are the basic rules of shareholders liability for company debts in this company?

The only obligation of a shareholder of a Company Limited by Shares is to pay his contribution in cash or in kind. The shareholder has no personal liability whatsoever (except of course if he acts as a de facto director of the company in which case he may have the same liability of a company director).

5.      What are the basic management requirements for this company? (only natural persons, or nationals can be managers etc.)

Only natural persons can be managers of the company. If a legal person participates in the company, only its representatives (natural persons) can be members of the board of directors.

At least one person domiciled in Switzerland must be able to represent the company. This requirement may be met by a member of the board of directors or by a manager.

6.      How long does the registration procedure of this company take?

Three to five business days.

7.      What are the main costs of formation of this company in local currency?

Notary fees: CHF4’000-CHF5’000 (also depending on the capital amount).

Registration fees: CHF600.

8.      What is the average attorney’s fee of the formation of this company in local currency?

Attorney fees: CHF 2’000

9.      What are the basic publicity requirements of this company (filing of company changes, financial reports, etc.)

The Swiss companies registry contains the main following information available to public: company name and address, date of incorporation, purpose of the company, amount of the share capital, contribution in kind (if any) number of shares, share par value, type of shares, names of the members of the board of directors, names of the persons able to represent the company. The incorporation of the company and the modification of the above information shall be published in the Swiss official gazette. The company shall file its financial report with the tax authorities on a yearly basis. The financial report is not available to public.

10.   What are the main auditor requirements?

The following companies shall appoint an auditor: 1) public companies, i.e. companies which are either quoted on stock exchange or have issued bonds; 2) companies exceeding two of the following thresholds during two consecutive business years: a total balance sheet of CHF 20 million; a turn-over of CHF 40 million; an annual average of 250 full-time employment position; 3) companies that are required to to establish consolidated financial statements.