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Swiss Limited Company

A limited company means that the liability of the company members is limited to what they have already invested or guaranteed to the company. This type of company may be limited by either shares or guarantee. When it comes to shares, there are public limited company and private limited company. There are private and public limited companies all around the world but the rules governing them vary.

Types of Limited Company

  • Public Limited Company – it can be publicly traded on a stock exchange and it is mostly similar to many corporations in the US.
  • Private Company Limited by Shares – consists of shareholders with limited liability and shares are not usually offered to the general public. If a shareholder wants to sell his shares, he is bound first to offer his shares to a fellow shareholder.
  • Private Company Limited by Guarantee – this type of company does not have share capital, and it is only guaranteed by its members. In case the company is liquidated, the members would pay a fixed amount. Charitable organizations are a good example of a private company limited by guarantee.

How a Limited Company is Formed in Switzerland

A limited liability company in Switzerland can be formed by at least one shareholder with a minimum capital share of 20,000 CHF and a maximum of 2,000,000 CHF. Also, the liability of the members is limited by their contribution to the capital. It usually takes 10 to 20 days to register a limited company in Switzerland. There will be general meetings between the shareholders and one or more directors. At least one of the directors must be a Swiss resident.

In Switzerland, you do not necessarily have to found a company from scratch- just buy a ready-made company!

Rules Governing Swiss Limited Company

In Switzerland, a limited liability company is governed by the Swiss Code of Obligations. The Code is a portion of the Swiss Civil Code which regulates contract law and corporations.

For the Shareholders

The shareholders can be individuals or legal persons and there are no restrictions when it comes to nationality or residency. The liability of the shareholders of a Swiss Limited Company is limited to the unpaid amount of the shares they are holding. The minimum number of shareholders is one and the maximum is unlimited. A Swiss limited company also allows the use of nominee shareholders.

For the Directors

Just like the shareholders, there are no restrictions on the nationality or residency of the directors. However, Corporate Directors are not allowed in a Swiss Limited Company. The minimum number of director is one and at least 1 director should be a Swiss resident. In case there are multiple Directors, the majority of the board should be comprised of Swiss residents.

We constantly have companies in our portfolio that are already established and are waiting for a takeover.

Other Rules and Requirements for a Swiss Limited Company

There should be an annual shareholders meeting within 6 months from the financial year end and it should be held in Switzerland. A proxy is allowed if a shareholder cannot attend the meeting.

It is a requirement for every company in Switzerland to have a registered office established in the country. However, there is no legal requirement for the company to have a Company Secretary. We already have a company headquarters in Switzerland for you.

Companies are required to submit financial statements and annual returns to the Registrar of Companies. The company’s accounting records must be maintained in CHF currency and it should be in Switzerland. The Swiss law also requires the annual account of the limited company to be audited.