Swiss Company Matrix
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 |
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Swiss Company Formation
We assist you with the formation of a Swiss Company, including registration, administration and operational services.