Switzerland

Personal income tax

Depending on canton - between 20 -48%.

Corporate income tax

Depending on canton - between 12-21%.

Exchange restrictions

No.

Permitted currencies

Swiss franc.

Minimum authorised capital

Corporations: CHF 100,000./ LLCS: CHF 20,000.

Minimum share issue

1 share.

Shelf companies

No.

Timescale for new entities

5-10 days.

Incorporation fees

CHF6,000-10,000.

Annual fees

CHF5-10,000 director fees.

Minimum number

One.

Residency requirements

At least one director or manager, who can bind the Company.

Corporate directors

No, members of the board of directors must be individual persons.

Meetings/ Frequency

Minimum of one per year.

Disclosure

No for corporations (unless publicly listed). Yes for LLCs.

Bearer shares

No, only for companies with listed equity securities or if they are issued in the form of intermediated securities.

Minimum number

One.

Public Share Registry

No.

Meetings/ Frequency

Minimum of one per year.

Annual Return

Yes.

Audit requirements

Depending on total assets, turnover and number of employees.

Recent Legislation

• Amendment to the Swiss Civil Code, on the subject of civil status registration (modified on 15 December 2017, effective from 1 January 2023)
• Amendment to the Swiss Civil Code fifth part (Code of Obligations), on the subject of public limited companies (modified on 19 June 2019, effective from 1 January 2023)
• Amendment to the Swiss Civil Code, on the subject of inheritance law (modified on 18 December 2020, effective from 1 January 2023)
• Anti-Money Laundering Act (LBA) (modified on 19 March 2021, effective from 1 January 2023)
• Federal Law on Direct Federal Taxation (LIFD), on the subject of tax deduction for third-party childcare costs (modified on 1st October 2021, effective from 1 January 2023)
• Banking Act (LB), on the subject of insolvency and deposit guarantee (modified on 17 December 2021, effective from 1 January 2023)
• Federal law on Data Protection (LPD) (revised as per 25 September 2020, effective from 1 January 2023)
• Federal law on ‘stamp taxes’ (LT), amended and effective as of 1st January 2023, as a result of the amendment to the Swiss Code of Obligations and the Banking Act (cf. supra)
• Amendment to the Swiss Civil Code, on the subject of making Switzerland a more attractive location for foundations (modified on 17 December 2021, effective from 1 January 2024)
• “Introduction of trusts into the Swiss legal system”, as of 15 September 2023, Federal Council reported that due to a lack of political consensus during consultation process, new legislation to establish the trust as a new legal institution under Swiss law cannot be implemented
• Federal Council Ordinance on the minimum taxation of large corporate groups (of 22 December 2023, effective from 1 January 2024)
• As of 12.03.2024, Swiss Council of States rejected new rules on company takeovers through inheritance. As a reminder, the Federal Council adopted an amendment package to be implemented in Swiss Civil Code, to overcome obstacles to the smooth transfer of businesses under inheritance law, in June 2022. (This amendment package is no longer pursued)

Pending Legislation

• Federal law on corporate entities and the identification of beneficial owners (Law on the transparency of corporate entities), as of 12 February 2024, project currently is under review.
• Federal law on the extension of the deadline for offsetting losses, as of 15 November 2023, project currently is under review.
• Federal law on the taxation of mobile work in the international context, as of 2 March 2024, project currently is under review.
• Federal decree on cantonal property tax on secondary residences to modify Swiss Constitution for cantons to be able to derogate and tax secondary residences more heavily. As of 5 March 2024, project currently is under review.
• Amendment to the Banking Act (LB) on granting of default risk guarantees by the Confederation for Swiss National Bank liquidity assistance loans to systemically important banks. As of 7 September 2023, project currently is under review.
• Amendment to Federal Law on Private International Law (LDIP) on inheritance law matters, notably the choice of applicable law to inheritance for dual nationals. As of 22 December 2023, project passed through Parliament final vote and was accepted. Date of implementation is yet unknown.
• Amendment to Federal Law on Direct Federal Taxation (LIFD), about equal taxation of couples and families. As of 21 February 2024, the Federal Council proposed an indirect counter-proposal to the popular initiative on the subject. This project provides for individual taxation of all taxpayers regardless of their marital status. Parliament has yet to weigh in on the subject by 8 March 2025.
• Amendment to Federal Law on Direct Federal Taxation (LIFD) and to Federal law on the harmonisation of direct taxes of the cantons and municipalities (LHID), repealing the current system for taxing the deemed rental value of a real estate property inhabited by its owners as their primary residence. As of 14 December 2023, the two councils of Parliament currently dissent on the subject.

Registered office

Yes.

Domicile issues

It depends on the jurisdictions.

Company naming restrictions

Partial.