Originally published in Acquisition International, February 2012
Three law professionals from meyerlustenberger, Switzerland, speak to Acquisition International about business in Switzerland, it's taxation strategy and what attracts foreign investment to the country.
Andrea Sieber is partner of the corporate finance team of meyerlustenberger. She specialises in national and international mergers and acquisitions, private equity and capital market transactions as well as national and international company reorganisations.
Daniel Schoch is partner of the corporate finance team of meyerlustenberger. He is specialized in national and international finance transactions and in banking, capital markets and stock exchange law.
David Brönimann is a tax expert with meyerlustenberger. He specializes in international corporate tax law with a focus on mergers and acquisitions, strategic tax planning relating to intellectual property and financing activities as well as real estate taxation.
PLEASE DESCRIBE THE LEGAL REQUIREMENTS WHEN IT COMES TO SETTING UP A COMPANY IN SWITZERLAND?
In general, a company in Switzerland is established in the form of a corporation (Aktiengesellschaft; AG).
A corporation provides for a fixed capital stock (share capital) equal to the aggregate nominal value of all shares issued and its liability is limited to its assets. The shareholders are not personally liable for debts of the corporation. A corporation may be founded by one or more individuals or legal entities. Nominees may act as founders. In general, there are no restrictions under Swiss law as to the nationality or the domicile of the founders or the shareholders. However, special rules exist for real estate companies, which invest in residential real estates and for companies under specific supervisory regime such as banks, securities traders, et cetera. The statutory corporate bodies of a corporation are the shareholders' meeting, the board of directors and the auditors (opting-out option for small-sized companies available under certain conditions).
The shareholders' meeting is the supreme body of a corporation and has certain non-transferrable and non-delegable powers. The board of directors may consist of one or more members who are not necessarily shareholders. The corporation has to be represented by at least one person domiciled in Switzerland. If no person domiciled in Switzerland holds sole signature power, this so-called residential qualification must be...