Swiss Holding Company

Swiss Company Matrix

Swiss Holding Company
Comparison of Limited Liability Company (GmbH / Sàrl) with Joint Stock Corporation (AG/S.A.)
General Information
Type of Company AG GmbH
Limited Liability Yes Yes
Transferability of shares Yes Yes but not as easy
Governing Bodies General meeting of Shareholders, Board of Directors, Auditors General meeting of Partners, Management
Average timeframe to set up a new company 1-2 weeks 1-2 weeks
Availability of shelf companies Not commonly available Not commonly available
Transfer of domicile possible between Cantons Yes but taxation based on management residency Yes but taxation based on management residency
Corporate Legal Requirements
Minimum Share Capital CHF 100’000 CHF 20’000
Capital Denominations CHF 0.01 Min CHF 100.00 Min
Minimum to be paid up 20% of nominal Min CHF 50’000 overall (1) CHF 20,000 (1)
Bearer shares permitted Not after 01.01.20 all existing Bearer Shares top be converted to Registered Shares by 01.07.2022 ( Exemptions apply to Listed Companies issuing intermediate securities). No
Minimum number of shareholders One One
Minimum number of directors One One
Corporate directors permitted? No No
Local directors required? Yes – at least one Director must be Swiss Resident. Yes – at least one Director must be Swiss Resident.
Local AGM required? Yes Yes
Company secretary required? No No
Taxation Information
Corporate tax rate (Zug)
(Combined Federal, Cantonal and Communal Taxes)
11.9 % from 01.01.2020 – subject to reductions for dividend income falling under participation exemption rules , Patent Box and R & D Deductions.
Ordinary tax base Worldwide income
Tax exemptions/tax privileges None other than dividend participation exemptions, Patent Box or R & D Deductions.
Withholding Tax Dividends 35% refundable depending on relevant DTT
Withholding Tax Interest 0-15% dependent on relevant DTT
Withholding Tax – License fees and Royalties None
Double taxation treaties 80
Value Added Tax rate (Domestic Only) 7.7%
Disclosure and Reporting Requirements
Disclosure of beneficial owner No – Only confidentially disclosed to bank for Anti Money Laundering checks when opening bank account No – Only confidentially disclosed to bank for Anti Money Laundering checks when opening bank account
Public Register of Directors Yes Yes
Public Register of Shareholders No Yes (Nominee Shareholders are permitted)
Annual return Yes Yes
Submission of Annual Company Accounts No, but accounts required to be submitted with tax related returns/disclosures No, but accounts required to be submitted with tax related returns/disclosures
Annual Audit required? Generally only for larger companies meeting any two of following criteria – CHF 40 Mio Turnover, Assets CHF 20 Mio + or 250 Employees Generally only for larger companies meeting any two of following criteria – CHF 40 Mio Turnover, Assets CHF 20 Mio + or 250 Employees

Note (1). Capital can be contributed by transfer & assignment of an asset(s) of a value equivalent to required capital (“ Capital contribution in kind”) subject to confirmation by a Swiss auditor.

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