In the Greater Zurich Area, we understand that time is money and speed is key when it comes to incorporating a new business. Switzerland‘s pro-business legal system makes it easy to launch operations in the Greater Zurich Area. http://www.greaterzuricharea.ch/

1. Greater Zurich Area AG, May 2013: Incorporation 1
In the Greater Zurich Area, we understand that time is
money and speed is key when it comes to incorporating
a new business.
Switzerland‘s pro-business legal system makes it easy to
launch operations in the Greater Zurich Area:
• Incorporating in Switzerland usually takes two to
seven weeks.
• Set-up is easy, fast and inexpensive.
• Applications for work/residence permits run
parallel, and don’t require additional time.
• Efficient and competent public officials stand ready
to help you with procedural questions.
Please note: As entering the commercial registry and
obtaining work permits is a parallel process at cantonal
level, it is highly advisable to make a prudent choice of
business location before registering your business.
Incorporating Your Business in the Greater Zurich Area &
Legal Forms of Companies in Switzerland
Incorporating in the Greater Zurich Area
• Costs of incorporating: Company set-up CHF 4,000
to 7,000 (Swiss francs). Stamp duty: 1% of the
capital stock; the first CHF 1 million is exempt; the
exemption applies at time of incorporation and to
further capital increases up to a total CHF 1 million.
Fees (registration, notary public, commercial
register): approx. CHF 2,000. Consulting and legal
fees: starting at approx. CHF 2,000 to 5,000 for
small companies. Without stamp duty, start-up costs
amount to approx. CHF 7,000. Total start-up costs
however depend on the volume of capital stock and
amount of consultancy.
• No special permits are needed to purchase real
estate for business purposes.
• Company name must be exclusive; no danger of
confusion with existing company in Switzerland is
admissible (commercial registry webpage: www.
handelsregister.ch; member cantons of the Greater
Zurich Area currently are GL, GR, SH, SO, SZ, ZG, ZH).
• Product registration may be required in special
cases.
Your partners at the Greater Zurich Area
will suggest the best location available
to your type of business and guide you
through the incorporation process.

2. Greater Zurich Area AG, May 2013: Incorporation 2
Product registration, permits and services
Only a few products and services in Switzerland are sub-
ject to special rules and regulations. They are carefully
put in place to ensure safety and public health, as well
as to provide environmental and consumer protection
and to comply with international trade standards and
norms.
Selected professional services, such as banking and in
insurance, may require a special licence and/or registra-
tion before taking up operations.
Permits and registrations may be required for importing
or selling pharmaceuticals, cosmetic products, cleansing
products, electrical devices, measuring and weighing
devices, heating systems, pressure vessels and motorized
bicycles.
With the ratification of the “Cassis-de-Dijon” princi­
ple in June 2009, the few remaining restrictions on the
import of goods and products from the EU have been
further eased.
Choices of incorporation: AG, GmbH, Branch
The two most common types of legal entities for per-
forming business activities in Switzerland are: The joint-
stock company (or the “AG”) and the limited liability
company (or “GmbH”). A popular third choice of for-
eign companies for doing business in Switzerland is to
operate through a branch office or work with distr­ib­
utors/agents.
Joint-stock company: “Aktiengesellschaft (AG)”
The “Aktiengesellschaft (AG)”, or joint stock company or
corporation (equivalent to corp., Inc., Ltd. and Pvt. Ltd.)
is most widely used in Switzerland by larger companies
in trading and manufacturing, as well as by holding and
commercial finance companies.
The AG is an independent legal entity and its liability is
limited to its capital.
Capital requirements of the AG
• An AG (Aktiengesellschaft) requires a minimum
capital of CHF 100,000, which serves as the
company’s liability.
• At least 20% or a minimum of CHF 50,000 has to be
deposited into an escrow bank account for set-up.
• After entry into the commercial registry, the money
is released and can be used in the company.
Set-up of the AG
• Set-up consists of filing public deed, containing
articles of association, governing bodies and
documenting shareholders’ individual deposits at
time of incorporation.
• The AG becomes legally official upon entry in the
commercial registry.
• Incorporation can be done by proxy.
• At least one founder necessary.
• The company name must have the addition “AG”,
and may not bear any resemblance to an existing
Swiss company.
• Clearance of name by Commercial Register.
Governing bodies & founding parties of the AG
A) General meeting of shareholders: The general meet­
ing of shareholders consists of all shareholders and it
is the most powerful body of an AG. It can change the
articles of the association, and it elects the board of di-
rectors as well as the auditors.
B) Board of directors: The board of directors consists of
one or more individuals and is the managing body of
the corporation. At least one board member or director
with single signature authority or two board members/
directors with joint signature authority must have do-
micile in Switzerland.
C) Auditors: A company must have its annual financial
statement and the consolidated financial statements
duly audited (“ordinary audit”) if two of the following
figures are exceeded in two consecutive fiscal years:
• Balance sheet total of CHF 10 million.
• Turnover of CHF 20 million.
• Annual average of 50 full-time employment
positions.
If this is not the case a company is only required to
have its financial statements audited to a limited extent
(“limited audit”). In the case of small companies with
no more than 10 full-time employees the audit may be
waived with the consent of all members (“opting out”).
AGs are suitable for capital-intensive
businesses in which the capital investment
of the owners plays a major role.

3. Greater Zurich Area AG, May 2013: Incorporation 3
Benefits and advantages of the AG
• Liability is limited to company’s assets.
• Anonymity of equity holders.
• Shares are easily transferable.
• Access to capital market if desired.
Limited Liability Company – GmbH
The GmbH (“Gesellschaft mit beschränkter Haftung”),
(similar to LLC) is a legal entity in which the economic
beneficiaries are partners. Partners take equity in the
company by subscribing capital whereas the company’s
liability is limited to the amount of the capital regis­
tered. A GmbH is suitable for any type of small to midsize
enterprises, as well as for a holding company, adminis­
trating other group companies.
Capital requirements of the GmbH
• Minimum capital is CHF 20,000.
• Capital must be fully paid at time of incorporation.
• Easy transfer of equity shares, multiple equity
shares per partner possible.
• Minimum partner share is CHF 100.
Set-up of the GmbH
• Similar procedure as in setting up an AG.
Governing bodies & founding parties of the GmbH
• Managing director: At least one partner with single
signatory power must be resident of Switzerland
(or two with joint signature power).
• Economic beneficiaries are the partners.
• No board of directors required.
• Auditors: same as AG.
Benefits and advantages of the GmbH
• Smaller capital requirement, which makes it better
suited for small and midsize companies.
• Liability is limited to company’s assets.
Branch office
The branch office is a Swiss business entity of an interna-
tional parent company. A Swiss branch is treated like a
Swiss company with respect to taxation, authorization,
and registration making it operationally independent
within Switzerland. Relations to the parent company
are subject to CFC rules.
The Swiss branch is often the incorporation model of
choice for foreign companies entering the Swiss market.
Incorporation of the branch
• No branch capital necessary.
• Only registration of the parent company at the
cantonal commercial registry is required.
• Swiss residency required to act as an authorized
signatory and managing director.
• Economic beneficiary is the parent company, which
is also liable for the Swiss branch.
Benefits and advantages of the branch
• No separate equity required; endowment capital
can be provided by the parent company, no
particular amount is specified.
• Set-up is easier and costs are the same compared to
an AG or GmbH.
• No stamp duty, anticipatory tax on profit transfer.
• No Swiss partner required.
• Attractive taxation (in conjunction with foreign tax
laws).
A GmbH is suitable for small and midsize
businesses with medium scale capital in-
vestment and limited liability of founding
partners.
Swiss branch is an attractive tax-efficient
incorporation model well-suited for close
business relations between a parent compa-
ny and a branch office in Switzerland.

4. The Swiss Code of Obligations holds the instruments for incorpo-
rating your company readily available. To assure a successful and
fast incorporation of your business, we recommend seeking the
advice of relocation specialists such as the Greater Zurich Area
AG at an early stage in the process of establishing a presence.
At the Greater Zurich Area AG, we assist you with obtaining work
permits and facilitate contact to cantonal authorities. We are
happy to refer you to our proven partners such as local law firms
and fiduciaries.
All incorporation is local – the Greater Zurich Area AG is here to
help you!
Switzerland
Greater Zurich Area AG
Limmatquai 122
8001 Zürich / Switzerland
Phone +41 44 254 59 59
Fax +41 44 254 59 54
info@greaterzuricharea.ch
www.greaterzuricharea.ch
USA
Greater Zurich Area Inc.
swissnex building
730 Montgomery Street
San Francisco, CA 94111 / USA
Phone +1 415 912 5909
CHINA
Jianping Gao
Representative China
Phone +86 21 6149 8208
Have we sparked your interest?
Would you like to get to know your options in the
Greater Zurich Area in more detail?
If yes, please contact your nearest Greater Zurich
Area representative for more information.
We are happy to assist you in every aspect of
expanding your business to the Greater Zurich
Area!
Greater Zurich Area AG, May 2013: Incorporation 4