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Switzerland |
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Switzerland Key Corporate Features
The country is a federal republic and is officially known as the Swiss Confederation. The total area is 41.295 sq. km. On the north, Germany borders the country, to the west by France, on the south by Italy and on the east by Austria and Liechtenstein. Lake Constance and the Rhine form part of the northern border, with the Rhône, which rises in the central Swiss Alps, also forming part of the eastern boundary. The Jura Mountains form the west border, and Lake Geneva and the Italian Alps the south. The capital is located at Berne. Switzerland is divided in to 26 Cantons and every Canton and every community has a different taxation system. The total estimated population is 7.250.000, with two thirds of the inhabitants living in the lowland parts of the country. The heaviest population concentrations are in the large industrial centres of Zürich, Basel and Geneva. The two dominant principles of the Swiss Constitution of 1874 are federalism and democracy. The constitution provides that the Cantons shall exercise all powers of government not delegated to the Federal Government. The three major sectors of the Swiss National Government are the Federal Council, the Federal Assembly and the Federal Tribunal. The executive body is the seven-man collegiate Federal Council, which is elected for a four-year term by the national legislature. Switzerland has a prosperous and stable modern economy with a per capita GDP approximately 10% higher than other Western European countries. The Swiss have a highly developed communication system that offers state of the art telephone, fax, telex, telegram and courier services. Swiss, as the national air carrier, offers direct services to many cities world-wide, and domestic air travel is excellent, offering frequent services to most cities. Switzerland is one of the most multilingual countries in Europe. German, French, Italian and Romansh, a Rhaeto-Romance offshoot of Latin, are the official languages in Switzerland. The local currency is the Swiss Franc ( SFr ). There are no exchange controls.
The types of company for international trade and investment are:
The incorporation procedure consists of submission of the following documentation to the Commercial Register:
Application to the Commercial Register covering the above documentation, and including the notarised signature of the person appointed to represent the company There are certain restrictions on trading: unless suitably licensed a company incorporated in Switzerland cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes or any other activity that would suggest an association with the banking or finance industries. A company incorporated in Switzerland has the same powers as a natural person. The languages of legislation and corporate documents are the four official Swiss languages ( German, French, Italian, Romansh ), but foreign language translations can be obtained. A registered office must be maintained in the Canton of incorporation. Owing to the costs associated with incorporation and the paid up share capital requirements, shelf companies are not available. Subject to the proposed name being approved by the Commercial Register, and the criteria for incorporation being strictly adhered to, a company may be established in about two weeks. There are some name restrictions: a name that is identical or similar to an existing name, a major name that is known to exist elsewhere, a name that may imply government patronage. A name that in the opinion of the Registrar may be considered undesirable. The name of a body corporate or trust entity may use any language using the Latin alphabet, but the Public Registry may require a translation in to an official Swiss language. The following names require consent or a valid license: Bank, building society, savings, insurance, assurance, reinsurance, fund management, investment fund, Switzerland, state, country, municipality, principality, Red Cross and their foreign language equivalents.
There is no disclosure of beneficial owners of AG’s to authorities, but GmbH information is available in the commercial register. Bank character references on the beneficial owners must be provided to the local representatives/trust management company. Authorised and issued share capital:
The following classes of shares are permitted:
The taxation of companies is generally very attractive, but the Cantons have preserved many of the rights they held as sovereign political bodies. Nevertheless, the constitution delegates considerable authority to the Federal Government, including the power to conclude treaties and alliances, to levy taxes and to regulate foreign trade. However, each Canton has its own taxation. There are many Cantons with favourable taxation levels and some Cantons with higher unemployment rates or small populations (mountain regions) have particularly low levels of taxation. Double taxation agreements exist with: Australia, Austria, Belgium, Brazil, Canada, Denmark, Egypt, Finland, France, Germany, Great Britain, Greece, Hungary, Iceland, Indonesia, Ireland, Italy, Japan, Malaysia, The Netherlands, New Zealand, Norway, Pakistan, Portugal, Singapore, South Africa, South Korea, Spain, Sri Lanka, Sweden, Trinidad and Tobago and the USA. Companies are required to keep financial records. Although there is no requirement to file financial statements at the Registry, they must be presented to the shareholders and filed with the tax authorities. The minimum number of directors is one of one who must in this
case be a Swiss citizen and resident in Switzerland. If more than
one is appointed the majority must be Swiss citizens and resident
in Switzerland. Corporate directors are not permitted. There is
no requirement under Swiss Law for a company secretary to be appointed.
Contact: info@personaloffice.com
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