Corporate Law at Switzerland
Corporate law in Switzerland is governed by a well-established legal framework that supports a stable and business-friendly environment. Here's a concise overview of the key aspects:
🇨🇠Corporate Law in Switzerland: Overview
1. Legal Framework
The Swiss Code of Obligations (CO) is the main source of corporate law.
Updated regularly, with a major revision in 2023 focusing on corporate governance and shareholders' rights.
2. Types of Business Entities
The most common forms are:
| Type | Description | Min. Capital | Liability |
|---|---|---|---|
| AG (Aktiengesellschaft / SA) | Stock corporation, suited for large businesses | CHF 100,000 (CHF 50,000 paid-in minimum) | Limited to capital |
| GmbH (Gesellschaft mit beschränkter Haftung / SARL) | Private limited liability company | CHF 20,000 | Limited to capital |
| Sole Proprietorship | Individual ownership | No min. capital | Unlimited personal liability |
| General Partnership (Kollektivgesellschaft) | Two or more persons | No min. capital | Unlimited joint liability |
3. Corporate Governance
AGs require:
General Meeting of Shareholders
Board of Directors
Optional: External auditor (mandatory above certain thresholds)
GmbHs are simpler and can have more direct shareholder control.
4. Registration & Compliance
Must register with the Swiss Commercial Register.
Financial statements: Required annually; public disclosure depends on size.
Audit requirements vary:
Ordinary audit for large companies
Limited audit for medium-sized
Exemptions for small companies
5. Foreign Investment
Switzerland welcomes foreign investment.
No general restrictions on foreign shareholders.
Some sectors (e.g., banking, media, real estate) may have specific regulations.
6. Taxation
Three levels: Federal, Cantonal, and Municipal
Corporate tax rates vary by canton (approx. 11–21% total).
Holding companies and IP companies may benefit from preferential regimes.
7. Recent Reforms
2023 reform highlights:
Increased shareholder rights
Gender quotas on boards (non-binding but reportable)
Flexibility in share capital structure (e.g., foreign currencies)
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