What is the source of company law in Switzerland?
Swiss company law is federal law and is written in the Code des Obligation, which was inspired by the French Code Napoleon.

Does the law in Switzerland differ from one canton to another?
In the main, no! Company law remains federal law. However, there is room for some interesting regional variations within Switzerland. Something to keep in mind is that
some taxes are levied at cantonal level, and some cantons give tax breaks.

How long does it take to form a company?
It depends on the type of company. A limited share company (SA) will take a little longer because you have to publish notice of its formation in the official journal, and request its inscription in the commercial registry. We can take care of these formalities for you and push them through in a few weeks.

What is the Commercial Registry?
All incorporation companies in Switzerland have to be entered in the Commercial Registry, a legal document where the company's location, its directors' names and other relevant information is made public.

What about company statutes?
When creating a company you have to provide statutes which outline the proposed activity of your company.

Must I have a real office in Switzerland?
For so-called domiciled companies you can have a virtual office in a lawyer's office,
but for other types of company you'll need a real office.

What is the rate of income tax for companies?
This is difficult to say because different types of companies are taxed at different rates in Switzerland, and also there are regional variations which can affect the amount of tax a company has to pay. The rate of income tax can be as low as 5% if you strike a deal with the canton in which your company is located to waive cantonal tax. But it can climb up to 30% if you do things the wrong way. It is most important to have professional advice when you are in the process of incorporating your company, because what you do then will determine how much tax you will be required to pay in later years. A ballpark figure for a sizeable domiciled corporation would be around 8%.

What is withholding tax or "impôt anticipé"?
Dividends are taxed at 35%. When a company pays dividends, it is legally required to withhold that 35% and forward it to the government on behalf of the payee. However, some countries have signed double taxation treaties with Switzerland so that their nationals can be exempt from paying Swiss withholding tax.

How can I pay dividends and avoid paying withholding tax?
The trick is to own the share of your Swiss corporation through a holding in another country which has a double taxation treaty with Switzerland. A popular option is called the "Dutch sandwich", where a Netherlands holding company holds the Swiss shares, and a Netherlands Antilles company holds the Netherlands company shares. Thus your dividends will flow untaxed from Switzerland to the Netherlands, and then to the Antilles where they can be paid out without being subject to withholding tax. Of course, your company has to be above a certain size to make this worthwhile.

Tell me more about the taxes I'll have to pay when setting up my company.
When setting up an SA (share corporation), you have to pay a so-called stamp tax, about 2% of the share capital. However, capital under a certain amount is not taxed so the total tax you will be required to pay will be quite low.

Who raises taxes in Switzerland?
Company taxes are levied at municipal level, cantonal or state level, and federal level, although you pay to only one office. Rates vary widely depending on where you incorporate your company. The federal tax rate cannot be negotiated, but it is only a modest 4 to 8%, depending on your income. Cantons, however, offer privileged taxation rates to new foreign companies and in many cases, you can arrange your affairs so that you pay no cantonal or municipal tax at all.

How can I pay less tax?
There are several ways to pay minimal tax in Switzerland, and many foreign companies have used these with great success. We can advise you on the best locations for your company to be based, the best types of company to use and the best legal practices.

How can I get a tax break or a tax holiday?
Tax breaks (government exemptions from some taxes) are available at the cantonal and municipal level, and must be negotiated with the proper authority. They are often possible for foreign companies who want to incorporate in Switzerland, especially in Fribourg, Zug, and Glaris.

Batard & Partners will undertake complete management of your company. The trust assignment is carried out by experienced lawyers, tax consultants or auditors, and the professional Batard & Partners back office realizes the decisions quickly and efficiently.