• Swiss Stock Corporation (AG / SA)

  • GENERAL
    Legal Framework

    The Swiss Stock Corporation is governed by the Swiss Code of Obligations.

  • SHAREHOLDERS
    Liability of Shareholders

    The liability of the shareholders of a Swiss Stock Corporation is limited up to the unpaid amount of the shares they hold.

    Minimum Number of Shareholders

    The minimum number of shareholders of a Swiss Stock Corporation is 1 and the maximum is unlimited.

    Restriction on Nationality/Residency of Shareholders

    There is no restriction on the nationality or residency of the shareholders.

    Corporate Shareholders

    The shareholders of a Swiss Stock Corporation can be individuals and/or legal persons.

    Nominee Shareholders

    The use of nominee shareholders is allowed.

  • DIRECTORS
    Minimum Number of Directors

    The minimum number of directors of a Swiss Stock Corporation is 1. However, at least 1 director should be a Swiss resident director and in case of more than 1 director, the majority of the board of directors should be Swiss residents.

    Restriction on Nationality/Residency of Directors

    There is no further restriction on the nationality or residency of the directors.

    Corporate Directors

    Corporate directors are not allowed.

  • SHAREHOLDER MEETINGS
    Shareholder Meetings

    A Swiss Stock Corporation should have an annual shareholders meeting within 6 months from its financial year-end. Shareholders' meetings can take place in Switzerland. Shareholders can participate by proxy.

  • CAPITAL
    Minimum Capital Requirement

    The minimum capital requirement for a Swiss Stock Corporation is CHF 100,000. At least 20%, but no less than CHF50,000 has to be paid (in cash or in kind) prior to incorporation.

    Currency of Capital

    The share capital of a Swiss Stock Corporation should be denominated in CHF.

    Non-par Value and Bearer Shares

    Non-par value shares are not allowed.

    Bearer shares are permitted for a Swiss Stock Corporation but should be fully paid-up.

    Capital Duty

    Capital duty is payable on the issuance of shares above CHF250,000 at the rate of 1%.

  • REGISTERED OFFICE
    Registered Office

    It is a legal requirement for every company in Switzerland to have a registered office in Switzerland.

    Company Secretary / Registered Agent

    There is no legal requirement for a company secretary in Switzerland.

  • FOREIGN INVESTORS
    Restrictions on Foreign Investors

    There are no restrictions on foreign investors investing in a Swiss Stock Corporation.

  • FORMATION
    Time Needed for Incorporation

    It usually takes 10 - 20 days to register a company in Switzerland.

    Shelf companies are available but due to the high cost associated with incorporation (minimum share capital), these are difficult to find.

  • CONFIDENTIALITY
    Beneficial Owners

    The details of the beneficial owner are disclosed to the service provider but are not available on public record.

    Registered Shareholders

    The details of registered shareholders are not available on public record.

    Directors

    The details of directors are available on public record.

    Financial Statements

    The accounts are not publicly accessible.

  • FILING REGUIREMENTS
    Filing with the Registrar of Companies

    Companies are required to submit an annual return together with their financial statements to the Registrar of Companies.

    Filing with the Tax Authorities

    Every company needs to file an annual tax return and submit its annual accounts to the Registrar of Companies. The deadline for the submission of tax returns depends on the canton in which a company is registered.

  • RECORDS
    Accounting Records

    A Swiss Stock Corporation needs to maintain accounting records.

    The accounting records should be maintained in CHF and be in Switzerland.

    Financial Statements

    A Swiss Stock Corporation needs to prepare annual financial statements. These should be prepared under Swiss GAAP.

    A parent company is not required to prepare consolidated financial statements if, for 2 consecutive years, 2 of the following 3 criteria are met:

    • Balance sheet total assets less than CHF10million;
    • Annual turnover less than CHF 20million;
    • Annual average number of employees less than 200.
  • AUDIT
    Audit Requirement

    The Law requires the annual accounts of a Swiss Stock Corporation to be audited. However, if 2 of the following 3 criteria are met then an audit exemption is available:

    • Balance sheet assets less than CHF 10million;
    • Annual turnover less than CHF 20million;
    • Average number of employees less than 50.