Swiss Business Guide

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Switzerland Introduction
Switzerland is a federal republic and is officially known as the Swiss Confederation. The total area is 41,295 sq km. Switzerland is divided in to 26 Cantons and every Canton and every community has a different taxation system.

Population of Switzerland
The estimated population is 7.3 million.

Political Structure
The two dominant principles of the Swiss Constitution 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.

Infrastructure and Econom of Switzerland
Switzerland has a prosperous and stable modern economy with a per capita GDP approximately 10% higher than other Western European countries.

Swiss Languages
Switzerland is one of the most multilingual countries in Europe. German, French, Italian and Romansh, a Rhaeto-Romance offshoot of Latin, are the official recognised languages.

Swiss Currency
Swiss Franc (CHF)

Exchange Control
None.

Type of Law
Civil Law.

Principal Corporate Legislation
Schweizerisches Obligationenrecht (Swiss Code of Obligations).
Bundesgesetz über Schuldbetreibung und Konkurs (Swiss Federal law on Debt Collection and Bankruptcy).
Bundesgesetz über die direkte Bundessteuer (Federal Law on Direct Taxation).
Bundesgesetz über die Banken und Sparkassen (Swiss Federal Act on Banks and Savings Associations).
Bundesgesetz über die Anlagefonds (Federal Act on open ended Investment Companies).
Bundesgesetz über die Internationale Privatrecht (Federal Act on Private International Law).

Company Information

Procedure to Incorporate Submission to the Commercial Register of the following documentation:

Public Deed of Incorporation executed before a Notary Public.Articles of Incorporation.
Confirmation by a Bank that the share capital is held in an account.
Consent to act forms signed by the proposed directors.
Declaration of the applicants.
Application to the Commercial Register covering the above documentation, and including the notarised signature of the person appointed to represent the company.

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.

Powers of Company
A company incorporated in Switzerland has the same powers as a natural person.

Language of Legislation and Corporate Documents
Swiss official languages, but foreign language translations can be obtained.

Registered Office Required?
Yes, must be maintained in the Canton of incorporation.

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.

Language of Name
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.

Names Requiring Consent or Licence
Bank, building society, savings, insurance, assurance, reinsurance, fund management, investment fund, Switzerland, state, country, municipality, principality, Red Cross and their foreign language equivalents.

Suffixes to Denote Limited Liability
Gesellschaft mit beschränkter Haftung – GmbH or Société à Responsibilité Limité – SARL or Limited Liability Company - LLC

Disclosure of Beneficial Owner to Authorities
Information is available in the commercial register. Bank character references on the beneficial owners must be provided to the local representatives/trust management company.

Taxation
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.

Financial Statement Requirements
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.

Directors/Managers
Minimum of one who must 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.

Company Secretary
There is no requirement under Swiss Law for a company secretary to be appointed.