Incorporation of Swiss corporate entities

In Switzerland, the optimal choice of a company’s legal structure depends upon a variety of factors, such as the setting up procedure, the minimal capital required, the anonymity or publicity of the shareholders, or the type of liability associated with the legal structure. A business relationship can also be set up on a purely contractual basis.

In Switzerland, an entity would normally be established as a branch or as a subsidiary.

A branch is an office through which a foreign company engages in business in Switzerland. The branch has no independent legal personality (however it is treated as independent for tax purposes).

A subsidiary is a separate legal entity created under and governed by Swiss law. A subsidiary can be established as a corporation (société anonyme) or a limited liability company (société à responsabilité limitée). A corporation can be created by one or more individuals or legal entities, comprised of a least one shareholder. The identity of the shareholders does not need to be publicly disclosed. The minimum share capital of a corporation is CHF 100,000. Limited liability companies need to register company members with the commercial register (i.e. the name of the company members is public). The minimum capital must be of CHF 20,000.

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