Switzerland company formation for non-residents

Why founders choose Switzerland

Switzerland suits businesses that value stability and a strong reputation over the lowest possible set-up cost. It has a steady legal system, a large banking sector and tax rates that are moderate by European standards.

Each of the 26 cantons sets its own profit tax, so the same company can pay very different rates depending on where it is based. That lets you weigh tax against where your team, customers and bank are.

Switzerland is not in the EU. It has bilateral agreements with the EU and a wide network of tax treaties, but EU VAT and company rules do not apply directly.

It fits best when the company will have real activity in Switzerland: people, clients, a bank relationship or management based there. For a small online business run from abroad, the paid-in capital, the resident signatory and Swiss bank due diligence make it one of the more demanding places to start. Your specialist can compare it with an EU option first.

How Swiss profit tax works

Profit tax has three layers. The federal rate is 8.5% of profit after tax, which works out at about 7.8% of profit before tax. Each canton and commune then adds its own tax.

As of 2026, combined rates run from about 11.8% in Zug to about 20.5% in the city of Bern, according to the cantonal tax offices. The SME Portal of the Swiss Confederation puts the average at 14.4%, with Zug lowest and Bern, Valais, Ticino and Zurich among the highest. Cantons also levy an annual capital tax on company equity.

Dividends carry 35% Swiss withholding tax. Swiss-resident shareholders recover it through their tax return, and foreign shareholders can often reclaim part or all of it under a tax treaty.

• Federal profit tax: 8.5% (about 7.8% effective)
• Combined rate: about 11.8% (Zug) to 20.5% (Bern city), average 14.4% (as of 2026)
• Dividend withholding tax: 35% before treaty relief
• VAT: 8.1% standard, registration from CHF 100,000 of worldwide turnover

GmbH or AG: which legal form

The GmbH is the usual choice for an owner-managed company. It needs CHF 20,000 of share capital, fully paid in, and its partners are listed in the public commercial register.

The AG needs CHF 100,000 of share capital, at least CHF 50,000 of it paid in. Its shareholders are not shown in the commercial register, which suits companies planning outside investors or a later sale.

In both cases, the capital goes into a blocked capital-deposit account at a Swiss bank before the deed. The bank releases it to the company once the commercial register confirms the entry.

The Swiss-resident representative rule

Swiss law requires at least one person domiciled in Switzerland who can represent the company. For an AG this is a member of the board of directors or a manager; for a GmbH, a managing officer or a director.

The person can hold individual signing rights or sign jointly with a foreign director. Founders who do not live in Switzerland either appoint a Swiss colleague or use a professional signatory service, which we quote separately.

A professional signatory meets the legal rule, but it does not create business substance on its own. For profit tax, banking and treaty access, real decisions and work in Switzerland carry more weight.

Choosing a canton

The canton decides most of your profit tax, and it also decides which commercial register and tax office you deal with. The registered address, and in practice the place where the company is managed, must be in that canton.

Low-tax cantons such as Zug attract holding and trading companies. Cantons such as Bern or Zurich cost more in tax but may be where your staff, clients or bank already are.

Moving later is possible but means a new registration and a change of tax office. It is usually better to decide at the start, based on where you will really work. Your specialist can show the current ESTV rates for the cantons you are considering.

How formation works

We confirm the canton and check the name against Zefix, the central index of company names. We then draft the articles, the founders' declarations and the documents for the notary.

You pay the share capital into a capital-deposit account. A Swiss notary records the incorporation in a public deed, and you can sign by power of attorney. The notary sends the application to the cantonal commercial register.

Once registered, the company appears in the Swiss Official Gazette of Commerce (SOGC), and the bank can release the share capital from the first business day after publication. The whole process usually takes 2–3 weeks after KYC approval.

Accounts, audit and ownership records

Every Swiss company keeps accounts under the Code of Obligations, approves them at the annual shareholders' meeting and files a tax return with its canton each year. VAT returns are usually quarterly once the company is registered.

An ordinary audit is required when a company exceeds two of three limits in two consecutive years: CHF 20 million balance sheet, CHF 40 million revenue or 250 full-time staff. Other companies need a limited audit, and those with 10 or fewer full-time staff can opt out if all shareholders agree.

The company must keep a share register and a list of beneficial owners holding 25% or more, which the Swiss-resident representative can access. Since 1 October 2026, when the Federal Act on the Transparency of Legal Entities took effect, companies also report beneficial owners to the federal Transparency Register. A company formed now files within one month of its commercial register entry; companies that already existed get transitional periods of 3–6 months, or two years in simple cases. The register is not public; authorities, financial intermediaries and certain advisers can consult it.