How to launch an LTD company in Switzerland

The limited liability company, or shortly the LTD, is often registered in Switzerland, as it can be used for most commercial activities. Apart from that, it is also easy to incorporate among foreign investors who want a familiar business form that is employed in most countries around the world. However, the rules to respect are the Swiss ones, which is whythis article focuses on the local LTD registration rules.

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Definition of an LTD

The limited liability company is a business structure that can be registered by a single shareholder who can be a natural person or another enterprise. There are no restrictions on the nationality of the owner of this type of legal entity, as for its uses, it is suitable for most inbound and outbound operations in Switzerland. 

As a foreign investor, you may want to have more options in terms of business forms, which is why you can find here details about the Swiss LTD and verify that it represents the optimal solution for you. If you decide to register it, BridgeWest Switzerland can help set it up in a timely manner.

LTD setup steps

Before delving into the actual registration procedure for an LTD, it is good to review the steps to get a fully functional business, as presented below:

• company name reservation;
• documents drafting;
• bank account opening for the deposit of the share capital;
• paperwork filing;
• obtain the Unique Identification Number;
• VAT registration.

Registration is completed with the local office of the Trade Register in the Swiss canton where the LTD will be based.  

Documents required to register an LTD in Switzerland

The trading name reservation form is the first one to obtain when setting up a limited liability company. The form is available with the Trade Register, and upon approval, it can be used to create the LTD’s statutory documents, meaning the Articles of Association. They must contain:

• the name of the company;
• the name or names of the shareholders;
• proof of a local address;
• the share capital and its distribution among the stakeholders;
• the object of activity of the enterprise.

Other arrangements made by the shareholders must also be written in the Articles. With respect to the language in which the document must be drafted, it can be German, Italian, French, or Romansh, depending on the canton in which the company is registered. 

The share capital of an LTD

When discussing the capital required for a Swiss LTD, the minimum amount is CHF 20,000, and it must be fully paid upon incorporation. It can be subscribed in cash or kind, while the minimum value of one share cannot be lower than CHF 1. When subscribed in cash, it will be deposited in a special bank account.

Trade Register incorporation

A Swiss LTD must be registered with the Companies Registrar in the canton it has its legal address in. The address can be obtained by leasing or buying a space; however, initially, rental is considered by many investors. 

The documents to be filed with the Register are:

• the details of the shareholder (ID/passport);
• proof of the registered address;
• proof of the share capital;
• information about the resident director (a Swiss LTD must have a resident director);
• the Articles of Association.

The approval of the documents takes about 3 weeks, and at the end, you will receive the Certificate of Registration. Based on it, you can register for taxation and obtain the Unique Identification Number and the VAT number. Following that, if necessary, obtaining specific business licenses will imply additional steps. These depend on the industry in which they operate.

The Swiss LTD is definitely worth considering when starting a business in this country, as it has simple setup requirements and the procedure to complete is also easy. Apart from that, the fact that the legal form is used in a similar manner in other countries will be an advantage for those who want familiarity and predictability from a compliance point of view.

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