Tips and practical considerations to set up a company in Switzerland

Setting up a company in Switzerland requires careful preparation and the involvement of various stakeholders such as notaries, banks and authorities. Beyond the formal incorporation steps, a number of legal, tax and strategic choices made at the outset can have a significant impact on how the company operates, its cost structure and its long term development.

RSM Switzerland supports entrepreneurs and companies throughout the company creation process, helping them structure their business efficiently, anticipate tax implications and avoid costly adjustments at a later stage.

Defining the foundations of your company

Before starting the formal incorporation steps, it is essential to have a clear overall vision of the future company, including its purpose, activities, structure and medium term objectives.

Location of the company

The choice of location is a key decision when setting up a company in Switzerland. Each canton applies its own tax legislation, particularly at cantonal and municipal levels, which may lead to significant tax differences.

Beyond taxation, local administrative practices and economic environments should also be considered when determining the most appropriate location.

Legal form and structure

Choosing the right legal form requires careful analysis of the company’s needs and objectives. Key considerations include:

• legal form (company or branch);
• llevel of liability;
• minimum capital requirements;
• number and profile of shareholders or partners;
• governance and credibility considerations.

Common legal forms include public limited companies (SA/AG), limited liability companies (Sàrl/GmbH), sole proprietorships and partnerships. The incorporation steps and legal obligations vary depending on the chosen structure.

Capital structure and incorporation mechanics

Capital structure and minimum capital

Capital requirements differ depending on the legal form chosen. Minimum capital thresholds and the nominal value of shares or quotas vary between legal entities and must be reflected in the articles of association.

Types of contributions

Share capital contributions may be made in cash, in kind or through asset transfers. Contributions in kind or asset recoveries require additional documentation, such as contribution agreements, foundation reports and audit confirmations.

Proper structuring of contributions at incorporation stage helps avoid delays and later corrections.

Audit requirements and opting out

Unlisted small and medium sized companies are generally subject to a limited audit. However, where a company employs fewer than ten full time employees, an opting out from audit is possible with the approval of all shareholders or partners.

The opting out must be formally declared and registered in the commercial register at the time of incorporation.

Financial year options

During the year of incorporation, companies may choose either a short first financial year or a longer first financial year extending into the following fiscal year.
Opting for a longer first financial year may reduce administrative and accounting costs during the start up phase, although the maximum duration tolerated may vary by canton.

Articles of association and specific clauses

When setting up a company, it is advisable to consider the inclusion of specific clauses in the articles of association, such as:

• restrictions on the transferability of shares;
• conditional capital increases;
• preferred or privileged shares.

Including such clauses from the outset can help avoid the costs and formalities associated with later amendments, including notarial deeds and general meetings.

Tax incentives and temporary tax exemptions

Tax incentives for new or developing activities

When setting up a new company, launching a new activity within an existing company or significantly expanding an existing business, companies may be eligible for temporary tax incentives or exemptions.

Since the abolition of special tax statuses, temporary tax exemptions have become an important alternative mechanism. These incentives are generally obtained through advance tax rulings and must be properly reflected in the tax return.

Early tax review and analysis are essential to assess eligibility and structure the application correctly.

Cantonal and municipal tax exemptions

Cantonal and municipal exemptions typically apply to direct cantonal and communal taxes and are granted for a limited period, usually between five and ten years.

The level of exemption may be full or partial, depending on factors such as:

• economic importance of the project;
• number of jobs created;
• level of investment in the canton.

Start ups, industrial companies, administrative centres and headquarters with operational activities are often considered eligible, with job creation being a decisive criterion.

Federal tax exemption

Federal tax incentives are based on regional economic policy and apply exclusively to the direct federal tax.

Eligibility is limited to specific regions defined by ordinance. In the French speaking part of Switzerland, eligible areas currently include certain municipalities in the cantons of Fribourg, Jura, Neuchâtel, Vaud and Valais.

Applications must be supported by a comprehensive file including a business plan, investment details and an analysis of the project’s economic impact.

Managing the incorporation process efficiently

Setting up a company involves coordination with multiple stakeholders, including notaries, banks and authorities. Required documentation may vary depending on:

• the identity of shareholders (individuals or legal entities);
• their place of residence;
• the presence of foreign shareholders.

Ensuring that documentation complies with Swiss formal requirements (including apostille or legalisation where applicable) is key to avoiding delays.

Support throughout the life of your company

RSM Switzerland supports companies not only during the incorporation phase, but also throughout the life of the business.

Before incorporation

• choice of legal form and structure;
• location analysis;
• drafting of articles of association;
• capital structuring;
• registration and incorporation process.

During operations

• legal and tax support;
• accounting and reporting;
• audit and compliance services;
• ongoing tax and VAT assistance.

After incorporation

• support for transfers or resale;
• succession planning;
• restructuring or expansion;
• professional management of company liquidation.

Resources

For a practical overview of company creation and liquidation in Switzerland, you may consult our factsheet.