Setting Up a Branch Office in SwitzerlandInstead of incorporating a subsidiary in Switzerland, a foreign company may also establish one or several branch offices. Branch offices have a certain organizational and financial independence from the principal office: under Swiss law, a branch office can enter into contracts and execute and settle transactions in its own name, and can sue and be sued at its place of business. Legally, however, the branch offices are part of the foreign company. If the foreign company is liquidated or falls into insolvency, the effects of such liquidation or insolvency also extend to the Swiss branch office.
Establishment Details A foreign company may establish a branch office in Switzerland, if, among other things, the following requirements are met: The foreign company must show that it is lawfully existing and duly incorporated in its home country. For this purpose, the foreign company must provide the competent Commercial Register with an excerpt from the foreign commercial register or register of companies; if no such register exists under the law of the foreign company's home country, the foreign company must otherwise provide official evidence that it lawfully exists. The foreign company must provide evidence that the foreign company has decided to establish a Swiss branch office. Such evidence may be brought by an excerpt of the minutes of a meeting of the board of directors or other corporate body of the foreign company which is empowered to establish branch offices. The Swiss branch office must be given a name pursuant to Swiss standards (see below). The Swiss branch office must indicate the nature of its business or the business purpose of the foreign company. The Swiss branch office must have one or several signatories authorized to act on behalf of the Swiss branch office (see below). The foreign corporation may enact additional rules applicable only to the branch office. Under certain circumstances, these rules are recorded in the Commercial Register. The establishment of a branch office must be notified to, and registered with, the competent Commercial Register. The corresponding application must be filed by one or several members of the board of directors of the foreign company authorized to act on behalf of the foreign company. Branch Name The branch office of a foreign company is limited in the choice of its corporate name. The name of the branch office must indicate
Accordingly, a permitted name for a branch office would be "Acme Widget Co., Inc., Chicago, Zurich branch office".
Swiss Law Aspects
The Swiss branch office of a foreign company is subject to Swiss law. This implies, among other things, the following:
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