Starting a Business in Switzerland
From choosing a legal structure to registering your company, this guide walks you through launching a business in Switzerland.
Choose Your Legal Structure
Switzerland offers several business structures. A Sole Proprietorship (Einzelunternehmen) is the simplest, with no minimum capital and full personal liability. A GmbH (LLC equivalent) requires CHF 20,000 minimum capital with limited liability. An AG (Corporation) requires CHF 100,000 minimum capital (CHF 50,000 paid in). Other options include partnerships (Kollektivgesellschaft) and branch offices of foreign companies. The GmbH is the most popular choice for small and medium-sized businesses.
A GmbH is recommended for most small businesses due to limited liability, reasonable capital requirements, and credibility with Swiss clients and partners.
Prepare Your Business Plan and Name
Draft a business plan outlining your products/services, target market, financial projections, and funding needs. Choose a unique company name and verify its availability through the Swiss Central Business Name Index (Zefix) at zefix.admin.ch. The name must not be identical or confusingly similar to existing registered businesses. For a GmbH, the name must include the legal form designation (e.g., 'YourCompany GmbH').
Draft Articles of Association
For a GmbH or AG, you need Articles of Association (Statuten) that define the company's purpose, capital structure, management, and decision-making rules. While templates are available online, it is advisable to have a lawyer review them to ensure compliance with Swiss law and to include appropriate provisions for your specific business needs.
Include clear provisions for profit distribution, transfer of shares, and dispute resolution in your articles. These prevent conflicts among founders later.
Deposit Capital and Obtain Bank Confirmation
Open a capital deposit account (Kapitaleinzahlungskonto) at a Swiss bank. Deposit the required minimum capital: CHF 20,000 for a GmbH or CHF 50,000 (of the CHF 100,000 total) for an AG. The bank will issue a capital deposit confirmation (Kapitaleinzahlungsbestätigung), which is required for the notarization step. The funds remain blocked until the company is registered in the commercial register.
Notarize the Founding Documents
Schedule an appointment with a public notary (Notar) to officially establish your company. All founders must attend or be represented by someone with a notarized power of attorney. The notary verifies identities, witnesses the signing of the articles of association, confirms the capital deposit, and prepares the founding deed (Errichtungsurkunde). Notary fees typically range from CHF 1,500-3,000.
Register in the Commercial Register
The notary submits the application to the cantonal commercial register (Handelsregisteramt). The registration process takes 1-3 weeks. Once registered, your company receives a unique identification number (UID) and is published in the Swiss Official Gazette of Commerce (SHAB). The commercial register entry makes your company legally existent and provides public transparency about ownership and management.
After receiving your UID number, register for VAT (Mehrwertsteuer) if your annual revenue will exceed CHF 100,000. Registration is done through the Federal Tax Administration.
Set Up Insurance and Social Security
Register with a compensation office (Ausgleichskasse) for AHV/IV/EO social security contributions. Take out mandatory accident insurance (UVG) for employees through SUVA or a private insurer. Set up occupational pension (BVG/Pillar 2) if you have employees earning above CHF 22,050 annually. Consider business liability insurance, legal protection insurance, and property insurance depending on your business activities.
Set Up Accounting and Compliance
Swiss law requires proper bookkeeping from day one. Set up an accounting system that complies with the Swiss Code of Obligations (OR). Small businesses may use simplified accounting, while GmbH and AG must maintain double-entry bookkeeping. Engage a fiduciary (Treuhand) or accountant familiar with Swiss regulations to handle your bookkeeping, annual financial statements, VAT returns, and corporate tax filings. File your annual tax return and financial statements within six months of your fiscal year-end.
Cloud accounting tools like Bexio, Klara, and Abaclik are popular in Switzerland and are specifically designed for Swiss regulatory compliance, including QR-bill invoicing.
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