Saturday, 31 July 2010
     
 

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Opening a company in Switzerland- Frequently Asked Questions

How long does it take to form the company and get everything set-up?

1. request approval of company name to the Swiss federal central register of commerce : 10 days

2.deposit the capital on a blocked account with a bank : 3 days

3. signature process with a notary for foundation of a new company: 14 to 21 days depending upon complexity and availability of notary

4. registration within the Geneva register of commerce: 10 days after having finalized signing with notary

5. liberation of blocked capital account after getting the extract of inscription at the register of commerce: 2 days

6. affiliation with social security (AVS) and other insurances

7. request a tax ruling of auxiliary company : up to 3 months

Steps 6&7 can be done after the company is created.

In summary, we need somewhat like 40 days, if everybody is available at the right time and each step is done on time.

Does the firm provide "Nominee" directors and is this cost included in their quote?

Yes, the firm provides Nominee directors.

The firm also provides the trustee for the shares of the SA. This cost is not included. The cost is $3000 per trust. If there are more than two holders to the shares under trust it is less 50%.

Does the firm provide a "Registered / Mailing Address" and is this cost included in the quote?

Yes

What is the basic difference between a SA and a SARL?

1. if you wish that partners stay anonymous, you can only consider a SA: no shares for SARL – consequently associates appear nominally in the register of commerce with their respective % in capital

2. the SA has a better image

3. minimum capital of CHF 100,000 for SA ( no maximum) / minimum of CHF 20’000 for SARL ( maximum of CHF 2,000,000)

Is the bank account opening included in the quote?

The opening of the blocked account is included in the cost.

Usually to start the business it is the easiest to open a bank account at the same bank and start building a relationship. Afterwards you may consider other banks or additional banks.

Does Fidusuisse have good relations with Swiss banks?

Yes

Does the company need to have full-time employees resident in Switzerland?

No but for many aspects, like for bank opening accounts procedures, as far as it has not its own employees and offices , it may be considered by the bank as a “domiciliation company”. Banks like active companies with an active local director or employee.

The tax rates given (10-11%) are based upon what? what if a company is making a loss?

Standard Tax rate in Geneva will be for an auxiliary company and for foreign source commercial income of 11.66% of net profit before taxes

  • -income derived from trading activities performed abroad
  • -royalties charged for the use of intellectual property rights abroad
  • -fees charged for services performed abroad

Under both federal and Geneva tax laws, losses can be carried forward for up to 7 years

Do the owners get Swiss residency as a result of owning a Swiss company? if the owners wanted a Swiss passport , what are the procedures for this and does owing a Swiss company help in any way ?

As such, being the owner of a company, especially without employees, does not give any right to Swiss residency

Permits are normally granted to multinationals for executives transferred abroad.
The key issue is first that the company should have in payroll local employees and, then, start thinking of asking for a permit; the procedures need the advice of a lawyer specialized in such matters.
Of course it helps to be the owner/ future manager of such a company because the owner is the best skilled person to develop the business.
Nationals of the EU are able to obtain a work permit through a simple application process. After a certain period of residence, depending of the country of origin, a foreign national will be granted a permanent residence permit
Swiss citizenship can be granted upon request after 5 or 10 years or residency in Switzerland depending upon country of origin – the procedure itself takes around 2 years.

Are the ownership shares of the SA "Bearer" or registered?

They can be bearer.

If registered, what happens in the event of death of one of the owners?

Domiciled foreigners are subject to inheritance tax on worldwide assets, the surviving spouse and all direct line relatives are exempt from the inheritance tax, unless the deceased was taxed under the lump-sum taxation system.
Non domiciled foreigners are subject to inheritance tax only on real estate in Switzerland.
Taxation of the company is independent of the transfer /ownership of shares.

 
 
   
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