Switzerland’s central location in the
heart of Europe, its high political and social stability, its
traditional interweaving with all industrial countries all over
the world and its well organised banking and service system
might be very good reasons for many foreign investors to place
assets or form a working, participation or holding company in
this country.
During the last decades Switzerland has
transformed from the classical tax haven to a highly
professional financial centre with still interesting tax scales
for the international investor.
Switzerland has a population of 7,000,000
people and their native languages are mainly German and French.
The country’s currency is the Swiss Franc which is traditionally
one of the three hardest currencies of the world.
Swiss industry concentrates on high
quality products, which are exported mainly outside its borders.
These exports are a big part of the national income.
The type of law is the Civil Law
influenced by Roman and German Law. The type of company for
International Trade and Investment is the Corporation or
otherwise known as Aktiengesellschaft.
Swiss banks are required to maintain
confidentiality under penalty of law. All clients and bank
accounts benefit from this protection.
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It is a member of OECD,
the Bretton Woods Institutions and cooperates intensively
with the International Monetary Fund and the World Bank. |
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The Swiss balance on
current account traditionally shows a surplus. |
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Other important sectors of
the economy are financial services, telecommunication and
tourism |
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Corporations have fixed
capital divided into shares and are liable for their debts
only to the extent of their shares. |
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The taxes for holding
(trusts) companies do not differ considerably from those of
domiciliary companies. |
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Domiciliary
(non-residents) companies have a domicile in Switzerland and
carry their activities abroad. There are some cantons which
even grant the “domiciliary privilege” to companies staff
and business in Switzerland. |
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For exempt companies there
is no corporate tax. |
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There is no exchange
control. |
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Under its treaty with the
United States, Switzerland will disclose information when
the United States provides enough evidence that a crime –
usually drug trafficking or money laundering – has been
committed. |
Questions
and Answers
regarding
Switzerland’s
Corporation
A. The
Structure of a Corporation.
1. Procedure to Incorporate.
The new corporation is legally formed as a
separate entity as soon as it is entered in the Register of
Commerce.
2. Authorised and Issued Share Capital.
The legal minimum is Swiss Francs 100,000.
At least 50% of the par value must be paid in on formation.
3. Which classes of shares are permitted?
Swiss Law permits bearer and registered
shares. Each share must have a minimum value of Swiss Franc
10.00.“No par value” shares are not permitted.
B. Provisions in the Act relating
to the Management and Administration of the Corporation.
1. Directors.
The minimum number of directors is one,
and they must be of Swiss nationality and reside in Switzerland.
They must be shareholders and in order to comply with this rule,
one of the shareholders entrusts one or more shares to the board
member who returns the share(s) to him when leaving the board.
2. Shareholders.
Three persons are formally required as
initial shareholders. If the definite owners do not want to have
their names in the official documents, trustees can act for them
and hand them over the (bearer) shares after foundation of the
company.
3. Financial Statements Requirements.
Auditing is required, at least by one
natural person. The auditors have to submit their report to the
shareholders’ annual meeting. Without such a report the balance
sheet of the company cannot be legally approved. Annual return,
though, is not required.
4. Taxation.
Switzerland has a federal taxation
structure. Taxes are imposed concurrently by three separate
authorities: federal government, cantons and municipalities.
At the federal level, corporate tax
amounts to 8,5% of profits. Rates vary among the cantons, but
are generally progressive. The maximum combined cantonal –
municipal tax rate usually does not exceed 30%, but there are
exemptions.
Dividends paid by Swiss companies are
subject to a 35% withholding tax, credited against the taxes of
resident shareholders or refunded. It may be reduced or exempted
under tax treaties for non-residents. A 35% withholding tax is
generally levied on interest payments on bonds, debentures and
bank deposits, but can be reduced by the tax treaty system.
There is no withholding tax on interest
income from foreign bonds issued in Switzerland.
Notes
(1) For a copy of a full set of documents
to be made apostille in the jurisdiction will cost a minimum US
$
(2) If you are interested for the prices
of this jurisdiction, you may contact our offices.
We are not responsible for any forthcoming
changes concerning the rules and regulations of the
jurisdiction.
