Place the paid-in capital in an escrow account with a bank
Agency: Bank
The capital is released by the bank upon completing the registration procedure at the Commercial Registry. Bank fees range from CHF 200 to CHF 2,000. A minimum bank fee of CHF 200 is charged for transferring capital from the escrow account to the company account after the company registration. For an incorporation with a cash contribution, the capital must be put in escrow at an institution subject to the Swiss Federal Law on Banks and Savings Banks.
Time and cost: 1 day, CHF 200
Draft the articles of association and authenticate documents in the presence of a notary public
Agency: Public Notary
In case of cash contribution of the share capital, the notarization requires a capital contribution confirmation from the bank. The Public Notary notarizes the personal and corporate signatures on the application form and authenticate the articles of association and the public deed of incorporation. All signatures on the company registration application form have to be legalized (CHF 20 per personal or corporate signature). The Stampa Declaration Form (a negative declaration on investments in kind or chattels or founders’ privileges, which is compulsory as documentary evidence) and the Lex Friedrich Declaration Form (a permit for foreigners to acquire real estate) must be signed and handed to the Register of Commerce.
The filing of both declaration forms is obligatory for all company incorporation applicants. The name check is not mandatory but is recommended. The fee is CHF 40. Required for incorporation and available on the Internet are the public deed, the application form, the Stampa Declaration Form, and the Lex Friedrich Declaration Form.
Time and cost: 3 days, 0.1% of capital (minimum CHF 500 and maximum CHF 5,000) + CHF 20 per signature
File the deed certifying the articles of association to the local commercial register to obtain a legal entity
Agency: Commercial Registry
By express mail, registration takes 3 to 5 days; by regular mail, about 7 days. The fee ranges from CHF 600 (for capital of CHF 20,000) to a maximum of CHF 10,000. The costs of the commercial register will be increased depending on the number of signatories and shareholders of the company (CHF 20 for each person and CHF 30 for each signatory power) according to the Ordinance on Commercial Register Fees.
In 5 to 9 days, the Registry publishes the date of the statutes and all names of shareholders in the Swiss Commercial Gazette; the announcement fee is included in the registration fee. Entry in the Commercial Register protects the company’s trade name and makes it a legal entity.
Time and cost: 3 days, CHF 600 + 0.02% of capital exceeding CHF 200,000 up to a maximum of CHF 10,000
Pay stamp tax at post office or bank after receiving an assessment by mail
Agency: Bank or post office
In case the stamp duty threshold has been reached, every company has the duty to fill out a form, file it with the Federal Tax Administration, and pay the relevant amount due within 30 days upon registration in the commercial register. No assessment is sent out from the Federal Tax Administration beforehand.
Time and cost: 1 day, no charge
Register for VAT
Agency: Federal Tax Administration
Within 30 days of being subject to VAT, an application for VAT registration can be filed with the Federal Tax Administration only after incorporating the company with the Commercial Registry. According to Art. 10 Paragraph 2 Lit. A of the “Bundesgesetz über die Mehrwertsteuer,” the turnover threshold for mandatory VAT registration is CHF 100,000. Because not every company is subject to VAT, a procedure exists to determine whether the company is subject to this tax.
Time and cost: 1 day, no charge
Enroll employees in the social insurance system (federal and cantonal authorities)
Agency: Social Insurance System (federal and cantonal authorities)
After the company has registered with the Commercial Registry, the Cantonal Social Security Office (Ausgleichskasse) will send the application for registering employees in the social security system to each newly incorporated and registered company. This includes includes retirement and survivors’ insurance benefits (AHV), disability insurance (IV), occupational accident insurance (UVG), and retirement pension (BVG).
Time and cost: 1 day, no charge
