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Switzerland


Limited Liability Company (GmbH / Sàrl)

Stock Corporation (AG / SA)


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General
Type of Company AG GmbH
Average timeframe to set up a new company 1 - 2 weeks 1 - 2 weeks
Average timeframe to activate shelf company  N/A N/A
Migration of domicile possible? Yes Yes
Corporate Requirements
Standard authorised share capital  CHF 100,000 CHF 20,000
Bearer shares allowed? Yes if share capital fully paid up No
Minimum number of shareholders Three Two
Minimum number of directors One One
Corporate directors permitted? No No
Local directors required? Yes Yes
Local meeting required? Yes Yes
Company secretary required? No No
Taxation
Corporate tax rate variable (approx. 3.9% to 25%)4)
Ordinary tax base worldwide income
Tax exemptions special tax status may be negotiated for certain types of activity
Withholding tax on dividends - tax rate 35%
Withholding tax on interest - tax rate 35%
Withholding tax on licence fees and royalties None
Double taxation treaties more than 70
Value Added Tax rate 7.5%
Disclosure and Reporting Requirements
Disclosure of beneficial owner No No
Government register of directors Yes Yes
Government register of shareholders No Yes
Annual return Yes Yes
Submission of accounts Yes Yes
Audit required? Yes No
Incorporation and 1st Year Fees and Taxes
Annual Maintenance Fees and Taxes
Type of company AG GmbH   AG GmbH
Incorporation Fee1) 4,500 4,500      
Notary and Registry 1,700 1,700      
Government Tax variable variable Government Tax variable variable
Domicile Fee 1,500 1,500 Domicile Fee 1,500 1,500
Annual Administration2) 2,500 2,500 Annual Administration2) 2,500 2,500
Annual Tax Return2) 1,000 1,000 Annual Tax Return2) 1,000 1,000
      Annual Audit2) 2,500 2,500
Total 1st Year1) CHF 11,200 11,200 Total Annual Maintenance1) CHF 7,500 7,5001)
Nominee Shareholder 300 300 Nominee Shareholder 300 300
Director's Fee3) 5,000 5,000 Director's Fee3) 5,000 5,000

Note: all fees are quoted in Swiss Franks (CHF). Currency Converter

1) Does not include registry of commerce fees and fees for notarisation of documents (approximately CHF 1,700 when incorporating with the minimum share capital of CHF 100,000).


2) Estimated minimum fees - there is no actual minimum fee as these fees are entirely time-based. Local VAT at a rate of 7.6% applies.


3) Minimum fee for a Swiss resident professional director - annual fee will depend on the work involved. For a stock corporation (AG), a majority of directors have to be Swiss citizens resident in Switzerland. For a Limited Liability Company (GmbH), there must be at least one Swiss citizen director resident in Switzerland with full signatory power.


4) As an example, we have calculated the cantonal and federal taxes for a tax-privileged company domiciled in the Canton of Zug under following assumptions:


- total equity capitalup to CHF 10'000'000
- quota of foreign income100% (for example income from trading outside Switzerland)
- taxable profit before taxes   CHF 750'000 (= profit after taxes is about CHF 668'400)

Cantonal and communal profit taxes = CHF   8'500   =1.14%
after-tax rate (of CHF 750'000)
Cantonal and communal capital taxes = CHF   1'000   =0.14%
after-tax rate (of CHF 750'000)

Federal taxes= CHF 58'000    =7.74%
after-tax rate (of CHF 750'000)

Total                                                   = CHF 67'500    =        9.02%



Henley & Partners - Smart Solutions. True Service.

Kirchgasse 22   8001 Zurich
Telephone +41 44 266 22 22   Facsimile +41 44 266 22 23


Poststrasse 6   6300 Zug
Telephone +41 41 729 63 63   Facsimile +41 41 729 63 64


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