Step-by-step guide:
How to set up a publicPublic Limited Company company in Switzerland
Forming a PublicPublic Limited Company Company in Switzerland offers many advantages, especially for growing companies or those with multiple investors. Here is a detailed step-by-step guide to setting up a Public Limited Company Company.
Business idea and planning
As with any business start-up, you should start with a clear business plan to start with. The plan should contain all the essential information about your business idea, business model, market analysis, financing and growth strategy. A solid business plan is often crucial for convincing investors or banks.
Choose company name
The company name must be unique and contain the addition "Public Limited Company". Check the availability of the name on the website of the Federal Office for the Commercial Register (ZEFIX). The name should be clear and not misleading, and it must not already be in use by another company.
Provide minimum capital
The formation of a Public Limited Company requires a minimum capital of CHF 100,000 is required, of which at least CHF 50,000 must be paid in at the time of formation. This capital can be paid in cash or as a contribution in kind. It is paid into a capital contribution account, which is later converted into a regular business account.
Create articles of association
The Articles of Association are the "constitution" of your Public Limited Company and must include the following points:
- Company name and registered office
- Purpose of the Public Limited Company
- Amount of share capital
- Number, nominal value and type of shares
- Rights and obligations of shareholders
- Regulations on management and representation
These articles of association are approved by the founding meeting and should be checked in advance by a notary or lawyer to ensure that they are legally compliant.
Determine shareholders and shares
A Public Limited Company can be founded by one or more shareholders. The shareholders are the holders of the company's shares, and these shares can be issued as bearer or registered shares. Each share has a fixed par value and the rights of the shareholders depend on the number and type of shares held.
Determine organs
The bodies of the Public Limited Company must be defined: the board of directorswhich is responsible for the management, and optionally an auditors. Authorized signatories must also be determined.
Hold inaugural meeting
The formation of your Public Limited Company requires a formal formation meeting at which the articles of association are approved, the management is elected and the formation resolution is passed. The minutes of this meeting are an important document that is required for entry in the commercial register.
Capital confirmation and account opening
As soon as the share capital has been paid into the capital contribution account , the bank issues a capital confirmation issued. This is a crucial document for entry in the commercial register. Once the formation is complete, the capital contribution account is converted into a business account to which all operational transactions are made.
Declaration of acceptance by the auditors
If you require an auditor, you must submit a declaration of acceptance from that body confirming that it is willing to carry out the audit of the Public Limited Company .
Issue share certificates and open share register
After incorporation share certificates issued to the shareholders and a share register must be kept. This book records the shareholders and their shareholdings in the company.
Make an entry in the commercial register
Now follows the formal entry of your Public Limited Company in the commercial register. This is done by a notary who submits all the necessary documents, including the articles of association, the minutes of the inaugural meeting and the capital confirmation. Depending on the canton, the entry costs around CHF 800 to CHF 2,000. As soon as the entry has been made, the Public Limited Company acquires its legal personality.
Value added tax (VAT) registration
As soon as your company generates an annual turnover of more than CHF 100,000, you must register for VAT with the Federal Tax Office (FTA) is required. However, you can also register voluntarily in order to deduct input tax, which can be an advantage depending on your business activity.
Insurance and social security (for employment of employees)
If you employ staff, you must register with the AHV compensation fund to pay contributions to the old-age and survivors' insurance (AHV). In addition, the compulsory accident insurance (UVG) which covers occupational and non-occupational accidents suffered by your employees. You must also take out BVG (occupational benefits insurance) for your employees. If you as a shareholder or managing director do not receive a salary and do not employ any staff, these insurances are not required.
Open a free business multi-currency account with CH-IBAN
It makes sense to open a business account for your GmbH that allows you to hold several currencies and exchange them at favorable rates. A free multi-currency account with a Swiss IBAN gives you the flexibility to transact in different currencies at low cost, which is essential these days. Amnis Treasury is the best free business account in Switzerland. (Receive a CHF 200 bonus when you open !)
Start business operations
Once you have been entered in the commercial register and have fulfilled your tax and insurance obligations, your Public Limited Company can officially start operating. Comply with the accounting and tax obligations in order to meet the legal requirements and run your company properly.
Conclusion
Founding a publicPublic Limited Company company in Switzerland is a clearly defined process that requires compliance with certain legal and financial steps. With the right planning, a solid share capital and a clean entry in the commercial register, you can successfully set up your Public Limited Company and start doing business. The Public Limited Company offers many advantages, especially when it comes to raising capital and limiting liability, which makes it the ideal company form for larger projects.
