Setting up a limited company in Switzerland (SA/AG): steps and advice

Setting up a limited company in Switzerland (SA/AG): steps and advice

Switzerland is renowned as an attractive place to set up a business, and there are several key reasons for this. Firstly, the country's political and economic stability provides a business-friendly environment, with a solid legal system and clear regulations. In addition, Switzerland benefits from a skilled workforce and a reputable education system, enabling companies to find skilled and diverse talent. The country also boasts easy access to international markets, thanks to its central location in Europe and its excellent transport and communications systems. In addition, Switzerland offers an attractive tax system, with competitive tax rates and business incentives. Last but not least, Switzerland's reputation for innovation, quality and reliability contributes to the country's attractiveness as a business location.

Setting up a public limited company (SA/AG) in Switzerland is a process that requires certain key steps to be followed, and some important advice to be taken into account.

Here's an overview of the steps and advice to consider when setting up an SA/AG in Switzerland, as well as its characteristics and advantages compared to the creation of a Swiss LLC (Sàrl/GmbH).

A public limited company (SA/AG) in Switzerland is a legal form of enterprise governed by Swiss company law. Here are the main features of a limited company in Switzerland:

• Limited liability: Shareholders of a stock corporation are liable only up to the amount of their capital contribution. Their personal liability is limited to the shares they hold in the company.
• Minimum share capital: A public limited company must have a minimum share capital of CHF 100,000 (at least 50% must be paid up at incorporation). This capital is divided into shares of par value.
• Shareholders: A public limited company may be formed by one or more shareholders, whether natural or legal persons. Shares in a public limited company may be freely transferred, unless otherwise stipulated in the Articles of Association.
• Board of Directors: A public limited company is managed by a Board of Directors comprising at least one natural person resident in Switzerland. Board members may be shareholders or outsiders.
• Auditors: If certain conditions are met, public limited companies are required to have their accounts audited by an independent auditor. This may be an approved auditor or an auditing company.
• Shareholder decisions: Major decisions affecting the company are taken at the Annual General Meeting. Shareholders have voting rights in proportion to the number of shares they hold.

The advantages of a public limited company (SA/AG) in Switzerland

One of the key advantages of public limited company (SA/AG) in Switzerland is its limited liability. As a shareholder in a stock corporation, your liability is limited to the amount of your capital contribution. This means that your personal assets are protected in the event of financial difficulties or litigation involving the company. This separation between the company's assets and the shareholders' personal assets offers peace of mind, and enables entrepreneurs to take calculated risks without jeopardizing their personal assets. This characteristic of limited liability is an attractive feature for investors and entrepreneurs wishing to embark on ambitious projects while minimizing personal financial risks.

The limited liability company (SA/AG) in Switzerland also offers other significant advantages for entrepreneurs and investors. Here's a summary of the main advantages of a Swiss stock corporation:

• Limited liability: One of the key advantages of a stock corporation is the limited liability of shareholders. Their liabilities are limited to the amount of their capital contributions, which protects their personal assets in the event of the company running into financial difficulties.
• Credibility and trust: The legal structure of a limited company is generally regarded as more credible and professional, which can boost the confidence of business partners, investors and customers. This increased credibility can facilitate access to financing, partnerships and business expansion.
• Ability to raise large amounts of capital: A limited company can raise substantial capital through the ability to sell shares to the public or to private investors. This financing flexibility facilitates the company's growth and development.
• Management flexibility: The public limited company offers great flexibility in the management of the business. A Board of Directors is responsible for running the company, enabling efficient decision-making and representation of shareholders' interests. A single director can manage a Swiss public limited company.
• Easy transfer of shares: The shares of a public limited company can be freely transferred, facilitating the transfer of shares and providing shareholders with greater liquidity.
• Confidentiality: Switzerland offers a high level of business confidentiality. Shareholders can enjoy a certain degree of discretion regarding their shareholdings and personal information. The names of shareholders in a Swiss stock corporation are not published in a public register.
• Political and economic stability: Switzerland is renowned for its political and economic stability, making it a favorable environment in which to set up and run a business. This can attract investors and strengthen the confidence of business partners.
• Tax advantages: Switzerland also offers attractive tax benefits for businesses. Competitive tax rates and favorable tax regulations can contribute to the profitability and growth of a limited company.

Why create a public limited company SA/AG instead of a Swiss LCC (Sàrl/GmbH)?

The choice between setting up a public limited company (SA/AG) or a limited liability company (Sàrl/GmbH) depends on a number of factors and the entrepreneur's specific objectives.

When considering whether to set up a public limited company (SA/AG) instead of a Swiss limited liability company (Sàrl/GmbH), there are a number of factors to take into account. Firstly, a limited company offers greater capacity for raising capital. If the entrepreneur is planning to raise substantial funds from investors, or to float the company on the stock market, the limited company offers a more flexible structure for attracting external investors and increasing the company's share capital. In addition, the limited company can offer a more prestigious and credible brand image, which can be beneficial for establishing business relationships, attracting strategic partners and building customer confidence. However, it should be noted that the creation of a limited company requires a higher minimum capital contribution (CHF 100,000).

Here are just a few reasons why setting up an SA/AG might be preferable to a Sàrl/GmbH:

• Raising significant capital: If you plan to raise significant capital from investors or launch an initial public offering (IPO), the SA/AG offers greater flexibility. It allows shares to be sold to the public or to private investors, making it easier to raise funds.
• Credibility and stature: The SA/AG is often perceived as a more prestigious and professional legal structure, which can enhance your company's credibility. This can be advantageous if you wish to develop business relationships with international partners, attract high-profile customers or conclude major contracts.
• Simplified transfer of shares: The shares of a public limited company can be freely transferred, facilitating the transfer of shares. This allows greater flexibility in terms of transfer of ownership and can make the company more attractive to potential investors.
• Management and organizational structure: The Swiss stock corporation is well suited to SMEs. If you plan to have one or more shareholders, a board of directors and a management team, the limited company offers a better structure for efficiently managing the business.
• International image: If you're aiming for international expansion and want to operate in different countries, the limited company is often more recognized internationally. Foreign business partners are often more familiar with this type of structure, which can facilitate international business transactions.

What are the tips and steps involved in setting up a public limited company (SA/AG) in Switzerland?

Lorsqu’un entrepreneur envisage de créer une société en Suisse, il est important de prendre en compte certains conseils essentiels pour assurer une démarche fluide et conforme à la législation suisse. Tout d’abord, il est recommandé de bien se renseigner sur les caractéristiques et la gestion d’une société anonyme. Ensuite, il est crucial de se faire accompagner par des professionnels compétents tels qu’un avocat ou une fiduciaire suisse spécialisée en constitution de sociétés, qui peuvent fournir des conseils spécialisés sur les aspects juridiques, fiscaux et comptables de la création de la société. De plus, il est recommandé de réaliser une étude de marché approfondie afin de comprendre le secteur d’activité, la concurrence et les opportunités disponibles en Suisse. Parallèlement, il est essentiel d’établir un plan d’affaires solide, incluant une stratégie financière réaliste, pour assurer la viabilité et la croissance de l’entreprise. Enfin, il est important de se conformer aux obligations légales et réglementaires en vigueur dans votre secteur d’activité, vous assurer de l’immatriculation de la société à la TVA si les conditions d’assujettissement TVA en suisse sont réunies , le respect de la législation relative au droit du travail et la mise en place d’une administration et d’une comptabilité adéquate. En suivant ces conseils, un entrepreneur peut augmenter les chances de réussite de sa société en Suisse.

To set up a public limited company (SA/AG) in Switzerland, follow these general steps:

• Drafting the articles of association: The articles of association of the SA/AG must be drafted and define the company's operating rules, including its purpose, share capital, governance structure, etc. We recommend that you consult a notary to draw up the articles of association in accordance with current Swiss legislation.
• Choice of directors: Identify the members of the SA/AG's Board of Directors. At least one director or manager resident in Switzerland is required, but you can appoint several depending on your company's needs.
• Open the consignment bank account: Choose a bank to open the consignment bank account for depositing the capital of the limited company. The bank will send the notary
1. Enregistrement au registre du commerce : Déposez à travers votre fiduciaire et le notaire les documents nécessaires auprès du registre du commerce compétent dans le canton où vous souhaitez immatriculer votre SA.
•  Legal publication: A legal announcement in an official newspaper (FOSC) will be published by the commercial register.

The advantages of a Swiss public limited company (SA/AG) are numerous. As we have seen, it offers great capacity for raising capital, thanks to the possibility of issuing shares and calling on investors. What's more, a limited company has a more prestigious and credible brand image, which can facilitate business relationships and strategic partnerships. The joint-stock company also offers greater flexibility in terms of governance and confidentiality for shareholders.

Essential advice when setting up an SA/AG in Switzerland includes carrying out thorough market research, drawing up a sound business plan, selecting competent professionals to provide specialist advice, and complying with applicable legal and regulatory requirements. It is also important to choose a good Swiss fiduciary to provide regulatory, administrative, financial and tax support for the limited company. By following these steps and advice, an entrepreneur can optimize his chances of success when incorporating a limited company in Switzerland.

Contact us to start your initial consultation now. We would be delighted to get to know you and define the next steps in your project to establish a company in Switzerland.

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