Summary
In Switzerland, the following main forms of businesses are available:
-
Corporation: A company with a predetermined
capital that is divided into bearer or registered shares. The shareholders'
liability is limited to the nominal capital invested in the corporation.
-
Limited Liability Company: A company
with a limited capital divided into quotas. The quotaholders' liability is
limited to the company's registered capital.
-
General Partnership: A partnership of two or more
individuals in which the partners have unlimited liability and are generally
bound by the acts of the other partners.
-
Simple Partnership: A contractual
relationship between two or more persons (individuals or corporations), mainly
for the realization of a particular project. This type of relationship has
characteristics similar to a general partnership but, in particular, its name
is not protected by law.
-
Cooperative: A union of at least seven persons,
without upper limit, which is organized as an entity. Used mainly by
agricultural and large retail organizations.
Instead of incorporating a company in Switzerland a business can be operated
through a branch of a foreign company. Further, it should be noted that the
legal form of a "trust" as known in common law does not exist in Swiss (civil)
law.
Preferred Form of Legal Entity
The vast majority of the forms of business in Switzerland are organized as
corporations. While historically, the limited liability company did not play an
important role in Switzerland, this type of entity became more important in
recent years.
Incorporating vs. Establishing a Branch Office
It may be advantageous to establish a branch office instead of a subsidiary
if the Swiss business operations are only of marginal significance, or if the
foreign company does not wish to fully capitalize its Swiss business operations.
The credit standing of the Swiss branch office directly depends on the
capitalization of the foreign company. Accordingly, branch offices may be
established with a very thin capital base, or with only a minimum organization.
On the other hand, it may be advantageous to establish a company in
Switzerland if the business operations are conducted on a larger scale. Also, a
Swiss company is advantageous as compared to a branch office if the Swiss
business operation should be completely separated from the foreign operations,
so that a certain insulation of liability is possible. If a foreign company
establishes a subsidiary in Switzerland, dealings between the foreign company
and the Swiss subsidiary must be effected at arms' length, however.
Links
Applicable law
Detailed
information
Frequently
asked questions
Useful links
This site has been provided by
Dr. René Bösch, LL.M.
Homburger Rechtsanwälte
Weinbergstrasse 56 | 58
8006 Zurich
Switzerland
Phone +41 43 222 1000
Fax +41 43 222 1500
E-Mail: rene.boesch@homburger.ch
www.homburger.ch
Related publications:
Swiss Company Law,
Commercial Register April
2006 | 
