The process of setting up a Swiss company typically involves seven key steps: choosing the legal structure and company name, securing a Swiss registered address and Swiss-resident representation, opening a share capital deposit account, preparing the incorporation documents, signing before a notary, registering the company with the Commercial Registry, and completing post-incorporation registrations such as VAT and social security.
A standard Swiss company can usually be incorporated within 7 to 15 working days once all required documentation is available. However, while the legal process is relatively straightforward, foreign entrepreneurs often encounter practical challenges relating to banking, Swiss-resident representation, domiciliation and ongoing compliance obligations.
In this guide IncoSwiss, a Swiss corporate services provider specialising in company formation and administration, explains each step of the process and highlight the most common mistakes that can delay company formation.
Step 1: Choose the right legal form and company name
The first and most important decision is choosing the appropriate legal form.
The most common structures are:
| Structure | Minimum Capital | Liability | Typical Use |
| Sole Proprietorship | None | Unlimited personal liability | Small local businesses |
| GmbH / SARL | CHF 20’000 | Limited liability | SMEs, consultants, trading businesses |
| AG / SA | CHF 100’000 share capital | Limited liability | Larger businesses, investors, holding structures |
| Branch Office | None | Liability remains with parent company | Foreign companies expanding into Switzerland for representational reasons |
For most foreign entrepreneurs, a GmbH is often the preferred structure due to its flexibility, credibility, limited liability and relatively low share capital requirement of CHF 20’000.
Choosing the wrong legal structure at the beginning can create significant costs later if a conversion becomes necessary.
Once the legal form has been selected, the company name should be checked through Zefix, Switzerland’s Central Business Name Index. This helps ensure that the proposed name is available and sufficiently distinct from existing registrations.
Step 2: Define the company purpose carefully
Many founders underestimate the importance of the company’s business purpose. While it may seem like a simple administrative formality, the wording of the business purpose can have a significant impact on:
- Bank account opening applications
- Future licensing requirements
- Regulatory obligations
- Audit requirements
For this reason, generic template wording should be avoided. The company purpose should accurately reflect the planned business activities while remaining sufficiently broad to accommodate future growth.
Step 3: Secure a Swiss registered address and Swiss resident director
Every Swiss company must have a registered office in Switzerland. The choice of canton is an important decision, as different Swiss cantons have different tax rates, processing timelines and administrative requirements. Selecting the right location can therefore have a significant impact on the company’s long-term costs and operations.
Example: the effective corporate income tax rate in the Canton of Zug is currently 11.71%, compared to 20.54% in the Canton of Bern. This significant difference can have a substantial impact on a company’s overall tax burden and is one of the reasons why Zug is considered one of Switzerland’s most attractive business locations.
Depending on the business model, the registered address may consist of:
- Dedicated business premises
- A serviced office with a flexible desk use
- A compliant domiciliation address (c/o address)
In addition, Swiss law (Art. 718 Para. 4 and Art. 814 Para. 3 of the Swiss Code of Obligations) requires every Swiss company to have at least one person residing in Switzerland who can legally represent the company.This individual does not need to be a Swiss citizen but must have legal residence in Switzerland and appropriate signing authority.
For foreign founders, this is often one of the biggest practical hurdles. If the founders do not have any representatives in Switzerland, a Swiss fiduciary or corporate services provider like IncoSwiss can often provide resident director services.
Step 4: Open the share capital deposit account
For a Swiss GmbH, CHF 20’000 must be deposited before incorporation.
For a Swiss AG, the minimum share capital is CHF 100’000, of which at least CHF 50’000 must be paid in.
The funds are deposited into a blocked capital payment account and remain inaccessible until the company has been successfully registered. Once the registration is complete, the funds are released to the company and may be used for business purposes.
IncoSwiss expert insight
In our experience, opening the capital payment account is often the most challenging stage of the incorporation process for foreign founders.
While the legal company registration itself is relatively straightforward, Swiss banks increasingly assess Swiss business substance, shareholder background, source of funds, planned business activities, countries involved and expected turnover.
Selecting the right banking partner from the outset can significantly reduce delays and increase the likelihood of approval.
Without a successfully opened capital payment account, the share capital cannot be deposited and the company cannot be incorporated.
Step 5: Prepare the incorporation documents
The following documents are typically required:
- Application Letter
- Articles of Association
- Board resolutions
- Acceptance declarations of directors and officers (including passport copies and certified signatures)
- Domiciliation confirmation or lease agreement
- Auditor declaration (if applicable)
- Additional cantonal documentation where required
Consistency is essential. Even minor discrepancies between bank records, notarial documents and Commercial Register filings can result in delays. For this reason, many founders choose to work with a local fiduciary or corporate services provider to coordinate the process and ensure all documentation is consistent.
Step 6: Notarisation and Commercial register filing
The incorporation documents must be signed and submitted to a Swiss notary. Notary prepares the Public deed and certifies the Articles of Association.
Then the incorporation package is submitted to the competent Commercial Registry, depending on the canton in which the company is being registered.
The company only legally comes into existence once it has been entered into the Commercial Register and published in the Swiss Official Gazette of Commerce.
Step 7: Complete post-incorporation registrations
Many founders believe the process ends once the company is registered. In reality, incorporation is only the beginning. Depending on the activities of the company, additional registrations may be required, including:
- VAT registration
- Social security registration
- Payroll setup (including accident insurance, pension fund registration)
- Industry-specific licences
- Business insurance policies
- Reporting the first accounting year to the relevant tax office
Failure to complete these registrations can lead to compliance issues and penalties.
The 5 Most common mistakes foreign entrepreneurs make when setting up a Swiss company
1. Choosing the wrong legal structure
Many founders focus on the cheapest option rather than selecting the structure that best suits their business model and long-term plans.
Example 1: A GmbH may initially seem attractive because it requires only CHF 20’000 share capital. However, we have worked with founders who incorporated a GmbH and later discovered that their target investor or licensing authority required an AG structure, triggering a conversion that resulted in significant additional costs. Choosing the right structure from the outset avoids this entirely.
Example 2: A sole proprietorship may appear to be the simplest option because no share capital is required. However, Swiss social security authorities (AHV) assess whether a self-employed person genuinely operates independently. A founder with a single client generating 100% of their revenue is at high risk of being reclassified as an employee, resulting in back payments of social security contributions and potential penalties. This is a situation IncoSwiss has seen arise several times, particularly among consultants with less than 3 clients.
Example 3: Choosing a Swiss branch of a foreign company rather than establishing a Swiss subsidiary. While a branch avoids share capital requirements, Swiss banks are considerably more cautious when onboarding foreign branches, in many cases declining entirely, as the liability and compliance obligations flow back to a foreign parent entity rather than a Swiss-domiciled structure. Founders who go this route expecting a simpler process often find themselves in the end registering after a standard GmbH or AG to simplify the requirements for getting a corporate bank account.
2. Underestimating banking requirements
Many founders assume that opening a Swiss bank account is a simple administrative step. In reality, IncoSwiss sees, that the banking is often the most challenging part of the incorporation process and causes the majority of the delays.
Different banks also have different risk appetites. Some prefer Swiss-resident founders, while others are comfortable working with international entrepreneurs. Certain banks may be reluctant to onboard companies involved in cryptocurrency, blockchain or other regulated activities. In our experience, founders involved in crypto-adjacent activities, even indirectly, such as accepting payments in digtal currency or holding digital assets, face significantly higher rejection rates at traditional Swiss banks. This is one of the reasons IncoSwiss assesses banking suitability to each business case.
Many Swiss fintech providers like Relio or UR (previously Fiat24), Yapeal now also offer capital payment account solutions with faster onboarding and fully digital processes, making them an attractive alternative in suitable cases.
It is therefore important to select the right banking partner from the beginning. Choosing the wrong bank can lead to weeks of delays or even account rejections. Therefore IncoSwiss, depending on each concrete business case, assists the clients to define which bank would meet the best their requirements.
3. Using generic Articles of Association
Many founders simply use standard template Articles of Association without considering how the wording may affect the company’s future operations.
The Articles of Association should be tailored to the planned business activities and future objectives of the company. Poorly drafted articles can create challenges when opening bank accounts, applying for licences, bringing in investors, managing future corporate changes. For example, failing to include an opting-out clause in the Articles of Association may result in the company being subject to a limited statutory audit, even if it does not meet any of the legal thresholds that would otherwise require an audit.
Similarly, the wording of the company’s business purpose should be carefully considered. A purpose that is too narrow may limit future flexibility, while a purpose that is too broad may raise additional compliance or licensing questions.
Investing time in properly drafting these documents at the beginning can avoid unnecessary costs and amendments later.
4. Choosing a service provider based solely on price
When comparing incorporation providers, many founders naturally focus on the lowest advertised fee. However, the cheapest option is not always the most cost-effective solution.
Some incorporation packages exclude important services such as assistance with opening the share capital account, Notary and Commercial registry fees or do not advise on the right structure for the business case nor provide full package of documents and leave the founders to sort out those themselves.
For foreign entrepreneurs in particular, it is often beneficial to work with a provider that can support not only the incorporation itself but also the ongoing operation of the company, including domiciliation, Swiss representation, accounting, payroll and compliance. Keeping these services under one roof often results in a smoother process and lower overall costs. Otherwise founders may find themselves coordinating multiple providers and paying additional fees that were not initially apparent.
It is also worth considering whether the provider offers a fully digital incorporation process, allowing documents, certifications and signatures to be handled efficiently without excessive courier costs and administrative delays.
5. Ignoring ongoing compliance costs and regulatory requirements
Many entrepreneurs budget for the incorporation itself but underestimate the ongoing obligations of operating a Swiss company.
Incorporation costs are only a small part of the overall investment. Depending on the business model, companies may also need to budget for:
- Accounting, annual financial statements, and corporate tax returns
- VAT filings
- Payroll administration
- Domiciliation services
- Swiss resident director services
- Business insurances
- Corporate compliance support
In addition, certain industries and activities require licences, registrations or regulatory approvals before operations can commence.
How long does it take to set up a Swiss company?
A typical Swiss company incorporation, whether it is an AG, GmbH, branch office or sole proprietorship, usually takes between 7 and 15 working days once all documentation is available, depending on the canton of registration and their availability. Some cantons also process applications more quickly than others.
The timeline can be longer if the documentation is incomplete or incorrect, there are some signatures or certifications missing, Swiss resident representation has not yet been arranged.
Setting up a Swiss company is generally a straightforward process when properly planned. However, foreign entrepreneurs often encounter challenges relating to banking, Swiss resident director requirements, domiciliation, licensing and ongoing compliance obligations.
For this reason, many businesses choose to work with an experienced Swiss corporate services provider that can coordinate the entire process, including company formation, domiciliation, Swiss resident director services, accounting, payroll and ongoing corporate administration.
By addressing these requirements from the outset, founders can avoid delays and ensure that their Swiss company is fully operational and compliant from day one.
FAQ on setting up a Swiss company
Can you set up a Swiss company without living in Switzerland?
Yes, you can own shares in a Swiss GmbH/SARL or AG/SA without living in Switzerland. But the company must have at least 1 Swiss-resident representative with single signatory rights. That is the main legal point foreign founders need to solve before incorporation.
How do I register a swiss company?
Setting up a Swiss company typically involves seven steps and takes 7–15 working days. The most common structures are a GmbH (minimum capital CHF 20’000) and an AG (CHF 100’000). The main practical challenges are opening a Swiss bank account and meeting the mandatory Swiss-resident director requirement. IncoSwiss guides clients through each stage, from structure selection to ongoing administration.
Do you need a Swiss bank account before incorporation?
For a GmbH/SARL or AG/SA, you need a capital payment account to deposit the initial share capital before registration. After the company is entered in the commercial register, the blocked funds are released to the company. A normal operating account is then arranged with the bank, subject to its onboarding checks.
Can a Swiss company be incorporated remotely?
In many cases, yes. Much of the incorporation process can be completed remotely using providers that offer digital incorporation process and online verifications.
How much does it cost to set up a Swiss company?
Costs vary depending on the chosen legal structure, notary fees, Commercial Register fees, and the scope of professional services required. For a Swiss GmbH or AG, Commercial Register fees typically range between CHF 300 and CHF 800, while notary fees generally range from CHF 300 to CHF 2’000, depending on the canton and complexity of the incorporation.
Professional service fees, including project coordination, document preparation, shareholder onboarding, and assistance with opening a capital payment account, typically range from CHF 1’000 to CHF 5’000. The final cost depends on the complexity of the structure, the number and residency of shareholders, and any additional services required.
What Happens After the Company Is Registered?
Once the company has been incorporated, several administrative and compliance obligations must be addressed. These may include registration with the social security authorities, VAT registration (if applicable), payroll setup, arranging the required insurance coverage, bookkeeping and accounting services, preparation and filing of annual tax returns, as well as ongoing compliance and corporate administration support.
Planning to Set Up a Swiss Company?
Whether you are a startup founder, consultant, investor, holding company or international business expanding into Switzerland, choosing the right structure from the outset can save significant time and costs later. IncoSwiss supports entrepreneurs and international businesses throughout the entire lifecycle of a Swiss company, including incorporation, domiciliation, Swiss resident director services, banking assistance, accounting, payroll and ongoing compliance.
Contact our team for an initial assessment of your project and recommended setup structure.
