Why Switzerland for Company Formation?
Switzerland is one of the world’s most attractive jurisdictions for company formation. Political stability, a strong rule of law, a predictable tax environment, and a highly developed financial system make it an ideal base for trading, holding, and intellectual property structures.
For non-resident founders, Switzerland is not difficult, but it is precise. The process works best when formation, governance, banking, and ongoing compliance are handled in a coordinated way by a Swiss-based fiduciary who understands both the legal framework and how Swiss authorities and banks operate in practice.
This guide outlines the key legal and practical considerations for non-residents forming a Swiss company, and how these are managed efficiently when handled through a single fiduciary provider.
Key Legal Requirements
- Company types: The most common Swiss company forms are the AG (public limited company) and the GmbH (limited liability company). The appropriate structure depends on capital requirements, ownership profile, governance preferences, and future growth or exit plans.
- Registered office: Every Swiss company must maintain a registered office in Switzerland and be entered in the Commercial Register. This is typically provided as part of a fiduciary mandate.
- Directors and signatories: Swiss law requires at least one person authorised to represent the company to be resident in Switzerland. Non-resident founders usually meet this requirement through a Swiss-resident director or authorised signatory provided by their fiduciary.
- Share capital: The statutory minimum share capital must be paid in and properly documented through a Swiss bank and notarial process. This is coordinated as part of the incorporation process.
- Articles and shareholders’ agreement: The articles of association must reflect the company’s purpose, governance, and control structure. Where relevant, shareholder arrangements can be documented to protect control and exit rights from the outset.
Practical Issues for Non‑Residents
- Bank account opening: Swiss banks apply rigorous KYC and AML standards. Successful account opening depends on clear presentation of the business model, ownership structure, and source of funds. When coordinated by a Swiss fiduciary, this process is significantly more efficient.
- Substance and management: Swiss authorities expect companies to be properly administered in Switzerland, particularly for internationally active, holding, or IP-driven structures. This does not require unnecessary infrastructure, but it does require appropriate local management and oversight, which can be provided through a fiduciary arrangement.
- Local administration: Swiss companies must comply with bookkeeping, VAT, payroll, and corporate governance requirements. These functions are routinely handled by a fiduciary provider, ensuring continuity, compliance, and reliable reporting.
- Reporting and audits: Depending on the size and activity of the company, statutory audit requirements may apply. Where available, audit exemptions are assessed and implemented.
A Single-Provider Fiduciary Model
Non-resident founders typically do not want to manage multiple advisors or coordinate between lawyers, accountants, banks, and authorities. A fiduciary-led model centralises responsibility and provides a single point of accountability.
Under this model, the fiduciary:
- Acts as the Swiss interface with banks and authorities
- Provides the registered office and Swiss representation
- Oversees corporate administration and compliance
- Coordinates accounting, tax, and regulatory filings
- Ensures the company remains operationally and legally aligned
How Seraama Bespoke Lawyers Can Help
Seraama Bespoke Lawyers acts as fiduciary, legal advisor, and ongoing Swiss point of control for non-resident company owners.
We manage the entire lifecycle of your Swiss company, including:
- Structuring and formation of AG and GmbH entities
- Provision of registered office and Swiss-resident representation
- Coordination of bank account opening
- Ongoing fiduciary administration and corporate compliance
- Governance oversight and director support
- Drafting and maintaining core commercial and corporate documents
Our approach is designed for founders who want Switzerland done properly, without administrative burden, uncertainty, or fragmentation.
If you are considering forming a Swiss company as a non-resident and want a fully managed, Swiss-based fiduciary solution, we invite you to contact us to discuss your objectives and implementation strategy.