Investing in Switzerland - Some Avoidable Pitfalls
Mondaq Business Briefing › Switzerland Law Articles in English (2001)
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Investing in Switzerland - Some Avoidable Pitfalls
Formation of Companies and other Corporate Entities
For commercial purposes, Swiss corporate laws offer to the foreign investor a variety of legal vehicles. The most popular form of corporate entity is the share corporation which can be established with a minimum share capital of CHF 100'000. The higher of CHF 50'000 or 20 percent of the nominal face value must be paid in at the time the entity is formed. Since May 1, 2001, the nominal face value can be as little as 1 cent per share (before, the minimal nominal face value was CHF 10 per share). A company name can be chosen more or less freely, with few to no restrictions. A Swiss share corporation must have one or more board members, the majority of whom must be Swiss citizens residing in Switzerland. Board members have considerable responsibilities, among them the preparation of the annual financial statements and the corresponding business report, the establishment of adequate accounting practices, and the appointment and removal of management. The number of board meetings is left to the discretion of the board members and board meetings can be held abroad. The shareholders' meeting must be held once a year, usually within six months following the end of the fiscal year, in order to vote on the audited financial statements, to elect, reelect or remove board members and the auditors, as deemed necessary by the shareholders. In the practitioner's experience, Swiss share corporation law is relatively flexible and can accommodate sufficiently a foreign investor's needs. Swiss share corporations are the most common legal form ...See the full content of this document
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