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Switzerland Company Registration Procedures and Fees

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Switzerland Company Registration Procedures and Fees

Unless otherwise stated, the Switzerland Company stated in this quotation refers to Limited Liability Companies (Gesellschaft mit beschränkter Haftung, GmbH) formed and incorporated in Switzerland in accordance with the Switzerland Company Act.

Our fee for the registration of Switzerland Limited Company (GmbH) is 16,000 CHF. For the registration of a Switzerland Company, the minimum paid in capital is 20,000 CHF.

According to the local regulations and/or bank account opening requirements, the Switzerland Company should have a registered office address in Switzerland and should have at least one Switzerland resident become the director of the Switzerland Company. The service fee does not include the nominee director service, registered office address service and other related services.

In general, the registration of the Switzerland Company takes around 3 to 4 months, depending on the client’s plan. The director of the company will need to go to Switzerland in person to sign the registration documents and handle the corporate bank account opening. If the client chooses our agent service or provides a designated power of attorney, the director’s personal presence in Switzerland can be replaced by a remote arrangement.

The fees quoted are applicable to the business which does not require an additional license or permit. If the business to be carried out by the Switzerland Company requires an extra license or permits, Kaizen can help apply for such license or permit and our fees will be quoted upon request.

The fees stated in the quotation are for preliminary reference only and do not constitute final transaction terms. All service fees shall be based on the actual quotation provided by our company for each individual case. We reserve the right to adjust pricing at any time without prior notice.

  1. Registration and the Capital Verification of the Switzerland Company

    Our fees for handling the registration of Switzerland Company with a minimum paid in capital of 20,000 CHF is CHF 16,000. Our fees cover the following services:

    (1)
    Switzerland Company Incorporation – Pre- & Post-Incorporation

    (a) Performing name availability search to confirm the availability of the proposed company name;
    (b) Preparation of the standard Articles of Association and other incorporation-related documents;
    (c) Preparation of the Power of Attorney required for the company incorporation;
    (d) Handling the certification of the Articles of Association and other relevant documents of the Company;
    (e) Submission of the complete application and incorporation registration fee to the Commercial Register of the relevant Canton; and
    (f) Preparation of the initial shareholders’ meeting resolution.

    (2)
    Capital Verification

    After the investors (Shareholders) contributed the capital, our Switzerland accountant will assist to verify the company capital, contact the bank to issue the capital confirmation letter required for notarization, and report to the government authorities for further approval. Upon obtaining the approval, the registration application can then be submitted to the Commercial Register.

    (3)
    Notary and Commercial Registry Fees in Switzerland

    The director of the Switzerland Company will need to go to the notary office and signs for the company registration documents. The document will be delivered to the court of the competent authority by the notary office. This package includes the Notary and Commercial Registry Fees, and the fees are about 3,750 CHF.  

    (4)
    Tax Registration

    When the Switzerland Company is established, clients shall entrust a Switzerland accountant to act as the tax representative of the company, to handle the tax registration matters.

    Notes:

    (1)
    The fee quoted above is applicable for the Company with sole shareholder and sole director. If the Company to be incorporated are having two or more shareholders or directors, an additional service fee will be charged.
    (2)
    The fee quoted above does not cover courier fees, notarization services and translation services incurred in the process of applying for company registration. (If any).

  2. Optional Services

    No.

    Description

    Fee

    (CHF)

    1

    Registered Office Address for one year

    From 4,000

    2

    The Notarization of the Investor’s Identification Documents

    TBC

    3

    Bank Account Opening Services

    3,000

    4

    Nominee Resident director for one year

    9,600

    5

    VAT Registration

    1.000


    Remarks:

    (1)
    The Switzerland Company registered shall have a physical address before submitting the incorporation application. A general virtual office does not meet the requirements. The company should have its own business premises or a legally registered office. If the latter is adopted, the address provider must sign a declaration accepting the registration of the registered office.

    In the short term, Kaizen could help to provide a business address for the use of incorporation. In the long term, your company still needs to rent a business place. Kaizen could provide an address to use as the registered office for the Switzerland Company for 4,000 CHF and above per annum.

    (2)
    The investors of the Switzerland Company should provide a notarized copy of their identification documents, the Power of Attorney of the parent company, and the identification documents and proof of address of the representative of the parent company for notarization. The relevant documents shall be notarized by a local notary public and certified by the Switzerland consulate in the investor’s location. Kaizen could assist in notarizing the documents in the respective locations, and the fees will be quoted separately.

    (3)
    When the Switzerland Company is officially incorporated, the investors shall open a capital bank account for the purpose of remitting the full amount of the company capital. For any assistance required during the bank account opening, Kaizen will charge 3,000 CHF for the service fee and the director may need to go to the bank in person.

    Please note that if the company needs to rent an actual operating address in Switzerland, it may be required to employ a local person as an employee to fulfil the bank’s requirements. Even if the bank does not require the employment of a local employee, it will generally require at least one Switzerland-resident director to act as the local signatory and contact person. The choice of bank depends entirely on the business activities and risk profile. Please note that the final approval of the account opening is always subject to the bank’s decision, and approval cannot be guaranteed in advance.

    (4)
    According to the Switzerland Company Act, the Switzerland Company must have at least a Switzerland resident as the company director, Kaizen could provide the service of resident Nominee director, and the services fee is 9,600 CHF each year.

  3. Payment Terms and Methods

    Upon receipt of your confirmation of engagement, we will issue and email our invoice together with the wiring instruction to you for your settlement. Please write our invoice number or account number in the message section of the remittance receipt and send a copy of the same to us after fund is remitted. Because of the nature of services, we require full payment in advance. Also, once service is commenced, no service fee will be refunded except in special cases.

    We currently accept Hong Kong Dollar check, cash or TT and credit card through PayPal only. If payment is settled through PayPal, extra 5% services fee will be charged.

  4. Basic Structure for Switzerland Company

    • At least a shareholder and a Switzerland resident;
    • The shareholder could be a legal person or a natural person. There are no restrictions on the nationality of the shareholder;
    • The natural person shareholder can be the director of company, there must at least a Switzerland resident as the company director;
    • The Switzerland Company to be incorporated must have a registered address in Switzerland;
    • The minimum registered capital for the Switzerland Company is 20,000 CHF, each par value shall set at least 100 CHF, means the least shares issue should be 200 shares, and the capital registered can be used for the company further operations.

  5. Materials Required for Incorporation of Switzerland Company

    (1)
    Switzerland Company intended name; Please provide 2 to 3 English names for the Switzerland Company, the company name shall end with “GmbH”;
    (2)
    The certified identification documents of shareholders (Passport copy for non-Switzerland resident) and the proof of address (such as utility bill, phone bill or bank statement), if the shareholder is a juridical person, they should provide the investor identification documents such as Certificate of Incorporation and other company registration documents, identification documents of all shareholders shall be provided;
    (3)
    If the shareholder is a juridical person, they should provide the name of the authorized person who is authorized to sign documents on behalf of the parent company, the names and residential addresses of the directors of the parent company, and the names and addresses and passport copies of the shareholders and directors who hold more than 25% of the shares of the parent company, with the passport copies of each director;
    (4)
    The passport copy (for non-Switzerland resident) of the person who will act as the executive director of the Switzerland Company and the proof of address (such as utility bill, phone bill or bank statement);
    (5)
    The registered company address and the Switzerland Company lease agreement (Please ignore this section if the address is provided by Kaizen);
    (6)
    The registered capital of the Switzerland Company; and
    (7)
    The business scope of the Switzerland Company.

    Notes:
    (1)
    Acceptable proof of address can be a utility bill or bank statement. Information of director/shareholder (full name and full address), document type, document issuing date and name of issuing authority must be clearly stated. If the document is not written in English, you are required to provide an English translation document for reference and as supporting.
    (2)
    The identification documents and address proof of shareholders and directors are subject to Hague Apostille certification or notary office verification.

  6. Switzerland Company Incorporation Process and Time Frame

    Under normal circumstances, the company name and business scope do not need an extra license or permit, the whole process for company registration takes around 3 to 4 months. The details are outlined below:

    Step

    Description

    Estimated Time

    (Working Day)

    1

    Client confirms engagement of Kaizen for the incorporation of a Switzerland Company and provides the documents and information listed in Section 5.

    Client’s schedule

    2

    Kaizen issues an invoice and the client arranges payment of our service fees.

    Client’s schedule

    3

    Preliminary check of proposed company name

    1

    4

    Handling the rental of the actual operating address.

    Kaizen/Client’s Schedule

    5

    Kaizen prepares the documents in relation to the articles of association and the registration documents for the registration.

    5

    6

    Client delivers the duly executed incorporation documents with notarization documents to Kaizen.

    Client’s schedule

    7

    Kaizen arranges the interview with the bank officer and opening the capital bank account. (Director and the nominee director will meet the bank officer in person)

    Bank/Client’s Schedule

    8

    Review by bank and provide the bank account number

    Bank’s Schedule

    9

    Kaizen arranges to remit the registered capital (Capital shall remit at once)

    Client’s Schedule

    10

    Kaizen arranges the verification of capital

    3-4

    11

    Kaizen arranges the executive director and the nominee director go to the notary office and sign for the registration documents

    1

    12

    Kaizen applies for company registration and receiving the documents of company

    10-12

    13

    Kaizen assists to open a formal bank account

    Bank’s Schedule

    14

    Kaizen assists to apply for tax registration

     7-10

    TOTAL:

    3 to 4 months


    The competent authorities will conduct review based on the business scope and the identity of investors, this may lead to an extension of the company registration and bank account opening.

  7. Materials to be Returned to Client after Registration

    After the registration process is completed, Kaizen will return the following documents and materials to client for retention and as proof that the company is duly registered:

    (1)
    A digital copy of Commercial Register Extract (Excerpt from Handelsregister);  
    (2)
    A copy of Articles of Association;
    (3)
    Tax Identification Number; and
    (4)
    Registers of Director and Shareholder.

    Kaizen can arrange courier to deliver the abovementioned documents to client’s designated address.

  8. Annual Maintenance

    According to the regulation of Switzerland law, the company that incorporated in Switzerland needs to make various declaration quarterly and annually, such as accounting, quarterly Value-Added Tax returns, Annual Renewal and declaration fees.

    To provide clients with a clearer understanding of the ongoing compliance obligations and estimated maintenance costs of a Switzerland company, we have set out the annual maintenance and tax compliance fees in Appendix - Annual Maintenance Fees Table.

    It should be noted that the fees listed above are for reference only and the actual cost may be higher than listed.

Appendix - Annual Maintenance Fees Table

No.

Item

Fee

(CHF, excludes VAT)

Basic Annual Renewal Services

1

Provision of Registered agent service

Annually

1,200

2

Provision of Registered office services

Annually

4,000

3

Annual Compliance and filing requirements under Switzerland law, explanation and communications with authorities, if any.

Annually

500

4

Provision of Nominee director service

Annually

9,600

Accounting & Book-Keeping, Tax Declaration Services

5

Book-keeping services (50 booking vouchers or below)

Monthly

300 up

6

Preparation of Annual General Meeting 

Annually

500

7

Preparing and filing of Financial Statements 

Annually

5,500 up

8

Filing Annual Corporate Income Tax Return  

Annually

3,500 up

9

Filing of VAT Return

Quarterly

400 up

10

Audit for Annual Financial Statements 

Annually

8,000 up

11

Payroll Administration and reporting

Per Employee

300


It shall be noted that the fees listed above are for reference only. For details, please contact our professional consultants.

The above quotations are for preliminary reference only and do not constitute final transaction terms. All service fees shall be based on the actual quotation provided by our company for each individual case. We reserve the right to adjust pricing at any time without prior notice.

If you wish to obtain more information or assistance, please visit the official website of Kaizen CPA Limited at www.kaizencpa.com or contact us through the following and talk to our professionals:

Email: info@kaizencpa.com
Tel: +852 2341 1444
Mobile : +852 5616 4140, +86 152 1943 4614
WhatsApp/ Line/ WeChat: +852 5616 4140
Skype: kaizencpa
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