Switzerland boasts one of the world’s most stable economies, ranking among the 20 largest globally and fourth in GDP per capita. With its strong financial sector, investor-friendly tax policies, and strategic European location, it’s no surprise that entrepreneurs worldwide seek to register businesses here.
But can you register a company in Switzerland without living there? The good news is that you can. While Swiss law requires certain local elements—such as a resident director and a registered office—these can be easily handled remotely through fiduciary services.
This guide provides a step-by-step process for foreigners looking to establish a business in Switzerland without relocating, covering company types, legal obligations, and tax considerations.
Choosing the Right Company Structure
The company structure you choose in Switzerland isn’t just a formality—it determines your tax obligations, ability to attract investors and legal responsibilities. For non-residents, there are two primary options, each with distinct advantages:
GmbH (Sàrl) – The Flexible, Entrepreneur-Friendly Choice
A GmbH (Sàrl) is Switzerland’s most popular business structure for small and medium-sized enterprises. It offers limited liability, manageable capital requirements, and a straightforward setup.
- Minimum Capital: CHF 20,000 (fully paid at registration)
- Liability: Limited to capital contribution
- Management: Requires at least one Swiss-resident managing director with signatory authority
Best For: Entrepreneurs, startups, and growing businesses that prioritize control but need a cost-effective legal structure
Why Choose a GmbH?
- Ideal for business owners who want to maintain private control
- Lower financial entry barrier compared to a joint-stock company
- More flexibility in company management and restructuring
However, non-residents must appoint a Swiss-resident director to meet legal requirements. Many foreign business owners use fiduciary services to fulfill this obligation.
AG (SA) – The Investor-Ready, Scalable Model
An AG (SA) is a joint-stock company designed for businesses that aim for rapid growth, external investment, or stock market listing. It carries a higher capital requirement but allows greater credibility and shareholder flexibility.
- Minimum Capital: CHF 100,000 (at least CHF 50,000 paid at registration).
- Liability: Limited to capital contribution.
- Management: Requires at least one Swiss-resident board member with signatory authority.
Best For: Large-scale companies, businesses seeking external investors, or those planning IPOs.
Why Choose an AG?
- More straightforward to raise capital from institutional or private investors
- Increased credibility with Swiss banks and international partners
- Greater shareholder flexibility—ideal for businesses planning expansion
Though more complex to manage, an AG is often the go-to structure for multinational companies, financial firms, and businesses planning to scale aggressively.
Can Foreigners Start a Sole Proprietorship?
No—Switzerland requires the business owner to be a resident. Sole proprietorships also come with unlimited personal liability, meaning you would be financially exposed if the business faced legal or financial issues. A GmbH with a nominee director is a better option if you want full ownership control.
Legal Requirements for Non-Residents
Setting up a Swiss company as a non-resident is possible, but Swiss law requires companies to have a legitimate local presence. Here’s what you need to meet compliance standards:
Swiss-Resident Director – A Legal Necessity
Swiss law mandates that every GmbH and AG have at least one Swiss-resident director with signatory authority. This rule ensures local accountability and compliance with Swiss regulations.
How to meet this requirement:
- If you don’t have a Swiss-based director, you must appoint a nominee director through a fiduciary service.
- Some nominee directors offer full signatory authority, while others provide limited roles—understanding the difference is crucial to maintaining control over your business.
Registered Swiss Business Address
Every Swiss company must have a legally registered office address—this is required for official correspondence and tax purposes.
Your options:
- Rent physical office space if you plan to have an operational presence.
- Use a virtual office for cost efficiency while still meeting legal requirements.
- Engage a fiduciary service to provide a registered address and nominee director services.
? Pro Tip: Business taxes vary by canton, so choosing your registered address wisely can reduce your tax burden.
Notarization & Company Registration
Before your business is legally recognized, Swiss company formation documents must be notarized and registered.
Key steps:
- A Swiss public notary notarizes the incorporation documents.
- The company is officially registered with the Swiss Commercial Register (Handelsregister).
- The registration process takes one to four weeks, depending on the canton.
Common Pitfall: Delays happen when documents are not correctly notarized or translated. Working with a fiduciary firm can help ensure a smooth process.
Step-by-Step Process for Foreigners Registering a Company Without Living There
Step 1: Choose the Right Company Structure
Your business model, liability preferences, and capital availability determine whether a GmbH (Sàrl) or AG (SA) best fits.
Key Considerations:
- GmbH requires CHF 20,000 in share capital and is ideal for small to medium-sized businesses.
- AG requires CHF 100,000 (CHF 50,000 paid upfront) and is designed for scalable businesses seeking investors.
Common Mistake: Choosing the wrong structure can lead to tax inefficiencies or restrictions on fundraising.
Step 2: Appoint a Swiss-Resident Director
Swiss law mandates that every GmbH and AG have at least one Swiss-resident director with signatory authority.
Your Options:
- Appoint a trusted Swiss-based business partner as your director.
- Engage a fiduciary service to provide a nominee director (this is the most common option for non-residents).
However, be mindful of the level of control granted to nominee directors—some offer full authority, while others serve in a limited capacity.
Step 3: Establish a Registered Business Address
A physical Swiss business address is legally required for company registration.
Your Options:
- Rent office space for a direct operational presence.
- Use a virtual office for cost efficiency.
- Engage fiduciary services that provide a legal business address.
Pro Tip: The canton you choose affects your tax rate—some regions offer lower corporate taxes.
Step 4: Draft and Notarize Company Documents
To register a company, you must prepare and notarize key formation documents.
Required Documents:
- Articles of Association (Statuten)
- Declaration of Founders
- Director Appointment Documents
A Swiss public notary must verify and notarize these documents before submission.
But be mindful of errors in documentation. These can cause registration delays—fiduciary services can help ensure compliance.
Step 5: Open a Swiss Corporate Bank Account & Deposit Share Capital
Before company registration, you must deposit the minimum required capital into a Swiss corporate bank account.
Key Process:
- Open an account with a Swiss bank.
- Deposit CHF 20,000 (GmbH) or CHF 50,000 (AG).
- Obtain a capital confirmation certificate (needed for registration).
? Note: Some banks have strict due diligence procedures for foreign-owned companies, so this step can take a few weeks.
Step 6: Register with the Swiss Commercial Register
Submit the notarized company documents and capital confirmation certificate to the Swiss Commercial Register (Handelsregister). The processing time typically takes 1–4 weeks, depending on the canton. Your company receives a unique business identification number (UID) upon approval. Once registered, your company is legally recognized and can start operations.
Step 7: Obtain Tax Identification & VAT Registration
All businesses must register with the Swiss Federal Tax Administration.
VAT Registration Rules:
- Required only if your company’s annual turnover exceeds CHF 100,000.
- Register immediately if dealing with goods or services subject to VAT.
? Tip: Early VAT registration may help avoid tax penalties if revenue projections exceed the threshold.
Step 8: Register for Social Security & Employment Compliance
Swiss law requires registration with social security authorities and compliance with labor laws if hiring employees.
Mandatory Registrations:
- Social Security (AHV)
- Accident Insurance (UVG)
- Pension Contributions (BVG)
? Note: Even if you don’t plan to hire staff immediately, registering for Social Security ensures compliance for future hires.
Taxation & Compliance Obligations
- Corporate Tax: Varies between 11.9% – 21.6%, depending on the canton.
- VAT: 7.7% standard rate (mandatory for revenue over CHF 100,000).
- Annual Financial Reporting: Required for tax and audit purposes.
- Payroll Taxes & Social Contributions: Swiss employment laws apply when employing staff.
Alternative Solutions for Foreign Entrepreneurs
Using a Swiss Fiduciary Service
Many non-residents rely on fiduciary services to meet Swiss regulatory requirements. These firms provide a resident director, a legal business address, and compliance management.
However, choosing the right provider is crucial. Ensure the fiduciary firm offers:
- Transparent contractual terms – Avoid hidden fees or excessive control over business decisions.
- Limited access to business finances – Some firms retain signatory authority, which can restrict your control.
- Regulatory compliance expertise – Non-compliant firms can expose you to legal risks.
? Pro Tip: Always have a legal agreement defining the fiduciary’s authority and your business’s independence.
Partnering with a Swiss Co-Founder
Engaging a local business partner can help with regulatory compliance, banking access, and credibility. However, Swiss corporate law offers strong protections to minority shareholders, which can affect decision-making.
Before entering a partnership, ensure:
- A clear shareholder agreement outlining ownership percentages and responsibilities.
- Defined exit strategies in case of future disagreements.
- Legal safeguards to prevent ownership dilution or unwanted control shifts.
Branch Office vs. Subsidiary – What’s the Right Choice?
- Branch Office: Acts as an extension of the parent company—lower setup costs but no separate liability protection.
- Subsidiary (GmbH or AG): A legally independent entity—offering tax benefits, better banking access, and liability protection.
Conclusion
Setting up a Swiss company as a non-resident is entirely possible, but it requires meeting strict legal and tax requirements. From choosing the right structure to appointing a Swiss-resident director, every step must be handled correctly to ensure compliance.
Many foreign entrepreneurs turn to fiduciary firms for directorship, registered office services, and tax compliance. Sigtax specializes in hassle-free company formation, ensuring full compliance while helping you maintain business control. From fiduciary directorships to tax optimization and banking assistance, Sigtax offers a complete one-stop solution. Get in touch today to start your Swiss business with confidence.
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