| The following forms are available: |
- Partnership
- Corporation, either a company limited by shares ("AG") or a limited liability company ("GmbH")
- Branch office
- Joint venture (partnership or corporation)
- Acquisition of an existing company in Switzerland (partnership or corporation)
- (Strategic) alliance with or without a capital investment
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| The partnership is suitable for smaller companies |
- Partnerships are suitable for a smaller company when it is to be run on the basis of a "true" partnership, or when the owners wish to ensure they retain control over the company themselves.
- Only EU citizens can set up a partnership in Switzerland. The owner (in the case of a sole proprietorship) has unlimited liability, including his personal assets, while partners (in the case of a simple, collective or limited partnership) are both personally and jointly and severally liable.
- As a rule, sole proprietorships and simple partnerships do not need to be entered in the commercial register. For other companies, however, this is obligatory, meaning that the partners are no longer anonymous. In addition, a managing director must be resident of Switzerland.
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| The corporation ("AG") is suitable for subsidiary companies |
- The corporation ("AG") is the most important and most common company form in Switzerland, for large as well as small and medium-sized companies.
- The "AG" is the usual legal form for holding and financial companies, and is also often chosen by foreigners as the legal form for a subsidiary. The subsidiary is suitable for businesses in which the foreign parent company only wishes to be linked to the Swiss location via financial participation, and the Swiss character of the new office is important.
- Reasons for the popularity of the corporation "AG" as a legal form:
- liability is limited to the company’s assets;
- the investors (shareholders) remain anonymous;
- the obligation of the partners to make contributions or investments is limited;
- succession planning arrangements are simple;
- financial statements only need to be published if the corporation has bonds outstanding or is listed on the stock exchange.
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| Limited liability company ("GmbH") |
- The limited liability company ("GmbH") is a smaller version of the "AG", and is becoming increasingly popular for small and medium-sized companies.
- Each partner contributes to the company capital, and is liable only to the extent of the company’s registered capital.
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| The branch office enables the parent company to exercise direct |
- A foreign parent company can set up its Swiss office as a legally independent subsidiary ("AG" or "GmbH") or as a branch office.
- The branch office will be treated as a Swiss company with regard to licensing, registration, taxation and accounting.
- Advantages of a branch office over a subsidiary:
- no own capital is required;
- it is sufficient for the parent company to provide endowment capital, the amount of which is not predefined;
- the start-up process is simpler and cheaper than for a corporation;
- a Swiss partner is not required;
- the parent company can exercise direct control.
- Disadvantages of branch office compared with subsidiary:
- the executive board of the parent company is jointly liable for the business transactions of the branch office;
- the office in Switzerland does not have a specifically Swiss character.
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| Joint ventures for research projects or sales companies control |
- Joint venture as a form is suitable for a joint activity with a Swiss partner. It is operated in two main forms:
- as a simple partnership for small-scale activities, e.g. a research project of limited duration;
- as a joint capital participation in a newly formed "AG", e.g. when a foreign supplier forms a production or sales company with a Swiss distributor.
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