Private Limited Company (Swiss GmbH)

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The Swiss private limited liability company has separate legal entities and will be founded by one or more natural or legal persons or other companies, where it is irrelevant if the are foreigners or Swiss citizens.

 *  one time fee **  yearly fee

Incorporation Process
Setup your company in 3 easy steps:


    • Provide us with the company name of your wish. We will check the name for availability for you for free.
    • Prepare your bank reference letter.
    • Prepare your proof of residence, like your last phone or electricity bill. Please not older then 3 month.
    • Prepare your passport copy. The passport should be valid for at least 6 month.
    • Please prepare your business plan and the nature of business in detail.
    • Let us know when youre ready and send us a scan copy of the documents for a pre check.

    • We will prepare the application for incorporation and the memorandum and articles and open the blocked account on behalf of the company to transfer the share capital of CHF 20’000.-
    • Please note, the bank will may ask for a personal meeting with the shareholder before activating the blocked account *new compliance procedure.
    • As soon as the share capital is credited to the blocked account, we will proceed with the company incorporation *notary meeting and register the company at the swiss trade register.

    • The Bank will receive the legalized certificate of incorporation and open the account.
    • The share capital will be will be transferred to the corporate bank account.
    • The company is from now on ready to use.
    • E-banking and debit cards, as well wealth management and other services are ready to use.

    “Swiss Financial Yard specializes in the incorporation of private limited with foreign domination”

    The Swiss private limited liability company has separate legal entities and will be founded by one or more natural or legal persons or other companies, where it is irrelevant if the are foreigners or Swiss citizens.

    The private limited company needs to be represented by a person who is domiciled in Switzerland. This can be a shareholder or director. At least one director needs to have a swiss residence. We offer alternative nominee director agreeemnts – more here

    Sharecapital

    The share capital of the private limited liability company amounts to CHF 20.000.- and needs to be paid in full. A legal limit does not exist. The minimum nominal value is CHF 100.-. The shareholders can hold more than one share.

    Legal taxes

    The GmbH (private limited) and AG (public limited) will both be taxed as legal persons. We distinguish between the direct federal tax and the cantonal and municipal tax. Income tax demand Confederation and the cantons. However, there are at the federal level no capital taxes.


    8.5% based on the profit

    6.5% based on the profit – example on Kanton Zug

     0.75 Promille based on the share capital – Kanton Zug

    The determined cantonal taxes will then be multiplied by the tax rate of the respective municipality. The Canton Zug is one of the most interesting tax cantons. A detailed analysis of the Canton Zug control can be found here…

    The private limited liability company has three organs:

    • The ordinary shareholders meeting
    • The board of management
    • The statutory auditors

    Direct comparison: public limited company vs. private limited company

    Public limited company (plc) Private limited company (ltd)
    Founder minimum 1 person minimum 1 person
    Purpose economic or other purpose economic purpose
    Minimum capital CHF 100.000.- CHF 20.000.-
    Minimum deposit 20%, minimum
    CHF 50.000.-
    100%
    Maximum capital unlimited CHF 2.000.000.-
    Disclosure of shareholders / associates Shareholders do not need to be made public. Shareholders are registered in the commercial register and therefore public.
    Statutes The content of the statutes is stipulated by law in many areas. The content of the statutes can be designed freely. Only the following issues are mandatory: company, seat, purpose, share capital, capital contributions, the nature of disclosure.
    Collateral duties The only obligation of the shareholder is the deposit of shares. Collateral duties can only be defined among the shareholders in the shareholder’s agreement. Secondary obligations can be set arbitrarily in the statutes (e.g. obligation to work). The duty of loyalty is required by law.
    Nationality rules 50% of the board of directors need to be Swiss or EU citizens resident in Switzerland. No nationality requirements. At least one executive must be resident in Switzerland.
    Duties of the management The law sets out the mandatory non-transferrable and inalienable competencies of the board. According to the rules of organizations, certain powers are delegated to third parties. The management and the representation of the company can be organized arbitrarily.
    Shareholder’s resolution Resolution by the shareholders is only possible through personal participation in the annual shareholder’s meeting (circular excluded). Written votes possible (convenient for shareholders who live far apart).
    Auditors optional (not mandatory) optional (not mandatory)
    Liability for corporate debt In principle, any liability of the shareholder (only the duty to pay in the share capital) Joint and several liability of each shareholder in proportion to the total, not paid-in capital
    Sale of shares Shares can be sold freely (for bearer shares: transfer; registered shares: transfer and endorsement), in general tax-free. Public certification and approval of three out of four members, representing three quarters of the capital are necessary. The transfer will be published, in general tax-free.
    Restricting the transfer of shares (transfer restrictions) The transfer of shares is possible, but strictly regulated by law. Unrestricted transferability of shares
    Withdrawal of a partner By selling the shares (usually simple, except for small companies with only a few shareholders). The resignation is only possible for important reasons, or if a withdrawal is provided by the statutes.
    Formation Through public deed Through public deed
    Start-up costs
    (up to CHF 250.000.- initial capital;
    canton Luzern)
    » see here » see here
    Company (name) Fantasy or family name (if family name the supplement “AG” (plc) is mandatory. Free choice as with the plc. The supplement of “GmbH” (ltd) is mandatory in any case.
    Personal liability of the board / managers Board of directors is liable for negligent or intentional breach of duty management. The managing director is liable for negligent or intentional breach of duty management.

    Advantage private limited company (GmbH / ltd)

    The most important advantage of a ltd is the flexibility when it comes to the internal relationship. The shareholders may impose each other rights and obligations in the statutes (prohibition of competiton, rights of first refusal, subsequent obligations, performance-, cooperation- and omission etc.), which lead to a very close personal structure. In contrast to the private limited company, the need for additional internal business obligations can not be heeded in the statutes of a public limited company. The only statutory requirement of the shareholder is the duty to pay in the share capital. Other duties are illegitimate.

    Recommendation

    The GmbH / ltd shall not solely be chosen due to its lower initial capital. Rather, the advantages as well as disadvantages of the private and public limited company shall be analyzed and fully exploited when choosing the appropriate corporate form.

    Do you want to found a GmbH / ltd in Switzerland?
    We are happy to support you with the complete establishment of your private limited company (GmbH / ltd). Please get in contact with us! » to the contact options

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