General information

Company structure

IMPORTANT: At least one director must be a resident of Switzerland. Minimum number of directors – one.

• ▪ Only one shareholder (can also be a legal person, no nationality restriction or residency restrictions)
• ▪ Take note that one resident of Switzerland is required to be the director

Confidentiality

• ▪ Beneficial owners’ details – Not part of public record
• ▪ Shareholders’ details – are part of the public record, if you wish to avoid it then please request a nominee service
• ▪ Directors’ details – are part of the public record, if you wish to avoid it then please request a nominee service

Taxation

Switzerland is divided into 26 cantons, and each canton has its’ own tax system. In general, in Switzerland there is a three-level tax system:

• ▪ At a federal level – the federal profit tax (3.63% – 9.8%) and taxes to export of the capital (35%);
• ▪ On canton level – the basic profit tax (20% – 35%);
• ▪ Communes assess incomes, basically in percentage terms fr om canton taxes. Depending on a kind of carried out activity, such as the company (holding, administrative and another) and canton wh ere the company is registered, are applied various rates of taxes to incomes.

The Swiss tax system grants holding companies privileged tax status at the cantonal level, when the following three conditions are met:

• ▪ The company articles must state that the main activity of the company is the long-term management of equity investments.
• ▪ The company must not have any operating business activity in Switzerland. Certain activities are accepted, such as managing the company and its investments, providing services on behalf of the consolidated group, debt financing of subsidiaries, and/or the holding and exploitation of Intellectual Property.
• ▪ In the long term, either the company’s participators must represent 2/3 of the assets in its balance sheet or the income derived from such participators (dividends/capital gains) must represent at least 2/3 of its total income. The shares of corporations, limited-liability companies and cooperatives, as well as certificates of participation are considered as participators.

Providing these conditions are met, the Swiss Holding Company would be exempt from cantonal tax in Zug (other cantons vary) and also would only pay a reduced rate of Capital tax at 2 per mille.

At the Federal level, income is subject to an effective tax rate of 7.83%. However, dividend income derived from and capital gains made on the disposal of qualifying participations are subject to a participation deduction, which generally results in a complete tax exemption.

The Canton of Zug has, with the revised tax law, further improved what were already attractive conditions for legal entities and has strengthened its position as the canton with one of the lowest tax costs. Companies active in the canton of Zug will continue to enjoy the attractive location benefits.

One decisive advantage of Zug as a business location is, that not only does it have low rates of taxation but uncomplicated, unbureaucratic communication between the cantonal tax authorities and the tax-payers.

Other benefits

The management must prepare an annual report, providing information on the progress of business, the economic as well as the financial situation and any capital increases. The General Shareholder´s Meeting must be held at least once a year.

Accounting requirements

All Swiss companies are required to keep accounts and to submit financial statements in accordance with the rules laid down in the Code of Obligations (Art. 957). Elected by the shareholders’ meeting, the auditors can either be an independent person or a company and must be domiciled in Switzerland. The auditors, which should be independent of the company, examine the books and the annual financial statements in order to submit their report at the shareholders’ meeting. Accounts must be filed each year with the Commercial Register.

Holding companies which, by means of majority voting rights or in some other way, exercise control over one or more other companies and which, in addition, meet two of the following criteria – total assets of more than CHF 10 million, turnover of more than CHF 20 million or more than 200 employees – are obliged to prepare consolidated financial statements each year.

Secretary

Not Required

Registered Agent

Required

Registered office

Required

Company name

• ▪ Language: Any
• ▪ Letters: From Roman alphabet
• ▪ Company name must end with such suffixes: GmbH or SARL
• ▪ Names Requiring Consent or a Licence: Switzerland, International, European, etc.

N.B.

• ▪ Restricted connections for company name: name of state, national or local government.
• ▪ Any name that implies illegal activity or implies royal or government patronage is restricted.
• ▪ Registrar may reject any name which it considers undesirable or contrary to the public interest.
  
• ▪ Company name is restricted to be identical or similar that of an existing company.
• ▪ In case when foreign language is used for company name the translation must be provided to Registrar which will ensure conformity to above listed restrictions.

Incorporation

• ▪ Name check and approval
• ▪ Provision of business address including mail forwarding for one year
• ▪ Opening of account for depositing of share capital
• ▪ Drafting Notarial Deed
• ▪ Registering Notarial Deed with the Commercial Register
• ▪ Payment of the Commercial Register fees
• ▪ A standard set of original corporate documents in German language

Please provide us with the following documents and data:

 Incorporation

• ▪ A notarized copy of valid passport (of each Shareholder, Director, Beneficial Owner, Authorized Signatory)
• ▪ A copy of proof of residential address (ex. utility bill of each Shareholder, Director, Beneficial Owner, Authorized Signatory that is not older than 3 months) in English
• ▪ Optional: A notarized copy of Bank reference (of each Shareholder, Director, Beneficial Owner, Authorized Signatory)
• ▪ Optional: CV (of each Director and Shareholder)

N.B.

• ▪ If Shareholders and/or directors are legal persons, then it is required to submit full set of apostilled company documents and if company is operating more than 1 year it is required to submit certificate of Good Standing.
• ▪ If documents are not in English language or language of particular country, then they must be accompanied by a notarized translation.

 Capital

• ▪ Amount of paid up capital

 Company name

• ▪ Three company names in order of preference