Switzerland is an attractive location for entrepreneurs – and cross-border workers are increasingly interested in founding a company in the neighboring country. But what do you have to consider as a cross-border commuter if you want to start a company in Switzerland? In this article, you will find the most important information and tips.

The essentials in brief:

• Resident in Germany, company in Switzerland: Make sure that a managing director of your company resides in Switzerland and your company needs an official business address in Switzerland.
• Legal forms: GmbH [limited liability company] and AG [joint stock company] are also the usual forms of company for cross-border commuters.
• Founding process: Does not differ in principle from that for Swiss citizens, but requires special attention to the question of residence and tax obligations.

1. Why start a company in Switzerland?

Switzerland offers numerous advantages for entrepreneurs due to its political stability, economic freedom, and low tax rates. Cross-border workers – i.e. people who live in Germany and work in Switzerland or want to start a company – can also benefit from these advantages. A crucial aspect is the opportunity to benefit from the German social system and at the same time from Switzerland’s attractive economic conditions.

2. What requirements must be met?

The general requirements for founding a company in Switzerland also apply to cross-border commuters. In addition, however, there are some special features to consider:

• Managing director residing in Switzerland: If you are a cross-border worker founding a GmbH or AG in Switzerland, you need at least one managing director (if a GmbH [LLC]) or one board member (if an AG [joint stock company]) residing in Switzerland. We can help you with this by means of our management mandates.
• Legal domicile in Switzerland: your company must have an official business address in Switzerland. This address serves as the legal registered office of the company and is necessary for entry in the commercial register.
• Double tax liability: As a cross-border commuter, you must be aware of the possible double tax liability. Depending on how active your company is in Switzerland and the income you earn in Germany, both countries can levy taxes on your income. Accurate tax advice is therefore essential.

3. The founding process at a glance

For cross-border commuters, the founding process of a company in Switzerland differs only slightly from that for Swiss-based founders. The following steps must be observed:

1. Preparation of the necessary documents: As with any foundation, you must prepare the necessary documents. This includes, among other things, the articles of association (LLC [GmbH]) or the statutes (joint stock corporation [AG]). These determine the structure and rules of your company.
2. Public certification: The founding documents must be publicly certified by a notary. This step confirms the legal validity of the documents and checks whether all legal requirements have been met.
3. Deposit of capital: Before entry in the Commercial Register, the share capital must be deposited with a Swiss bank.
4. Entry in the Commercial Register: With the certified documents and the proof of the capital contribution, you can apply for entry in the Commercial Register.
5. Pay attention to double taxation agreements: In many cases, the double taxation agreement between Switzerland and Germany can avoid a double tax burden. Let a tax consultant advise you on this.

Summary

Founding a company in Switzerland offers numerous advantages to cross-border commuters, but also requires careful planning and consideration of legal and tax peculiarities. With solid preparation and the right advice, nothing stands in the way of a successful company foundation.

Founding documents: You need these documents to found a Swiss company

Founding a company in Switzerland follows a clear process with defined legal requirements. An important part of this process are the founding documents. They form the legal basis for your company and are necessary to have your company entered in the commercial register. In this article, you will find out which documents you need and what you should keep in mind.

The essentials in brief:

• Articles of association (LLC [GmbH]) or statutes (joint stock corporation [AG]): The legal framework of your company is defined here.
• Proof of capital contribution: Required for entry in the commercial register.
• Commercial register application: Last step towards the legal recognition of your company.

1. The Articles of Association – the foundation of your LLC

The Articles of Association form the legal foundation of your LLC. It defines the rights and obligations of the shareholders and determines the structure of the company. The contract must contain the following information:

• Company name and business address: The name of your company as well as the official address in Switzerland.
• Purpose of the company: A clear description of what your company will do.
• Share capital: The amount of capital contributed to the company as well as the shares of the shareholders.
• Liability and profit distribution: Regulations on the liability of the shareholders and the distribution of profits.

2. The statutes – the rules of the game for your company

For a stock corporation (AG), the statutes are the central document. These regulate the internal processes and the structure of the company. The statutes must cover at least the following points:

• Share capital and structure: The amount of the share capital as well as the number and type of shares issued.
• Board of Directors: The organization and powers of the Board of Directors.
• General Meeting: Rules for holding the General Meeting at which the shareholders exercise their rights.
• Accounting: Specifications for accounting and the preparation of the annual financial statements.

3. Proof of capital contribution – proof of your financial basis

Another important step is the contribution of the capital to an account with a Swiss bank. This deposit must be made before entry in the commercial register. The proof of the deposit serves as proof that your company has the necessary financial basis. In the case of a GmbH [LLC], the minimum share capital is CHF 20,000. In the case of an AG [stock corporation], it is CHF 100,000 – of which at least CHF 50,000 must be deposited.

4. Public certification – the legal stamp

Before you can have your company entered in the commercial register, the founding documents must be notarized. This confirms the authenticity and legal validity of the documents. The notary also checks whether all legal requirements have been met and ensures that all relevant documents are complete and correct.

5. Commercial register application – the last step

After all documents have been prepared and the capital contribution has been made, you can apply to enter your company in the commercial register. With the registration, your company becomes officially legally binding and can commence its business activities. The documents to be submitted include the articles of association or the statutes, the proof of capital contribution, and the proof of public certification.

Summary

Preparing the right founding documents is an important step on the way to founding a company successfully in Switzerland. These documents not only define the legal framework for your company, but are also a prerequisite for entry in the commercial register. With thorough preparation and compliance with all legal requirements, you can go through the foundation process smoothly and efficiently. Please contact us to hand over the entire founding process to us.