With our checklist for setting up a public limited company in Switzerland, you are well prepared: share capital. Start-up costs. company name. Company purpose. organs. Statutes. constituent documents.
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We have put together the most important points that you should consider before and during the formation of an AG in Switzerland.
Even though a public limited company is one of the most popular legal forms in Switzerland, establishing one does not always make sense. Before setting up a company, you must consider what the Projects and company purpose is.
Is your future company profit-oriented and has a higher capital requirements, is the joint stock company suitable as a legal form. You should also ask yourself what the intended size and target group of your startup is. If you see your area of activity on a national or international level, the joint stock company is suitable. In the case of a regional sector of activity, the ltd probably more appropriate.
💡 For more information on a joint stock company, please here.
✅ We at Jurata have opted for the Establishment of joint stock companies specialized. If you are still unsure whether the AG is the right legal form for you, We advise you gladly.
There are costs when setting up a company. It is very important to calculate the costs involved precisely before setting up a joint stock company and thus avoid unpleasant surprises.
that Founding capital (Equity) of a joint stock company is at least CHF 100,000. At least 20% of this, or in any case at least CHF 50,000, must be secured in cash or in kind. If the money is deposited into an account (cash liberation), this capital is freely available again after incorporation.
☝️ There is also the option of establishing so-called contributions in kind. In this case, a special procedure takes place.
In addition, there is further coststhat arise and that you absolutely must take into account. In particular, this includes the following costs:
As you can see, there are many other costs in addition to the start-up capital.
💡 At Jurata, we simplify this process and offer you a Start-up package without hidden costs for fixed price. With us, it's easy to get there online and with few clicks to your own joint-stock company.
Before you can found a joint stock company, you need to consider whether you want to set up an individual AG or whether your start-up should consist of several founders (shareholders).
💡 Establishing an AG requires at least one natural or legal person.
In addition to the business idea and a corporate concept, the Company purpose, who company name And that domicile The AG makes important decisions that you must make.
The purpose of the company must be set out in the articles of association at the time of incorporation. It is of central importance. It provides information about the purpose of the company and at the same time forms the barrier to business activity.
In principle, you are relatively free to choose the company name as long as the addition 'AG' or 'Aktiengesellschaft 'is included. Since the company name plays an important role, you should take time to do so. It is also important that you choose a company name that is not already used or looks confusingly similar to an existing one.
💡 It is worthwhile to check availability in advance with the Federal Central Company Index. At Jurata, we are happy to take care of this clarification for you.
The place where the joint stock company has its business premises is referred to as the domicile. The domicile must also be recorded in the statutes. The address is entered in the commercial register.
As already mentioned, the formation of a joint stock company requires share capital of at least CHF 100,000.
If your startup consists of several shareholders, you must also determine how many shares each shareholder shares in the AG.
The share capital can be contributed in the form of cash or contributions in kind. To set up, at least 20% or at least CHF 50,000 of the share capital must be paid in.
The most common form of deposit of share capital is Cash deposit. At the Cash deposit Is the share capital reduced to a so-called Capital payment account deposited at a bank. As soon as the company is entered in the commercial register, the money is released and is available to the AG as start-up capital.
💡 When you are in Zurich economic area eine Establish a joint stock company If you want to set up your capital payment account with ZKB, you will benefit thanks to our Partnership with ZKB a discount of CHF 380 on the start-up costs of Start-up package by Jurata. For you, this means that your company is founded as early as CHF 100 is possible.
Is the share capital in the form of Contributions in kind introduced, additional steps must be taken. This is why this is also referred to as a qualified start-up.
In order for a joint stock company to be legally established, the Board of Directors, the General Meeting and an auditor must be appointed.
The appointment of the organs of an AG is not just a prerequisite for founding a company. Rather, organs make a significant contribution to proper functioning.
The general meeting consists of shareholders and is the highest body of the AG. It elects the Board of Directors, approves the annual report and is responsible for amendments to the Statutes.
☝️ By law, the General Assembly must be held at least once a year.
The duties of the Board of Directors include, for example, defining the organization, preparing the annual report, appointing and supervising the management and overall management of the company.
The auditor is responsible for reviewing the accounts and prepares an audit report for the attention of the General Assembly.
In order for a joint stock company to be legally established, various documents must be prepared, prepared, completed and signed.
The most important founding documents include statutes And the Certificate of incorporation.
Other important documents include founding powers of attorney, the share register, the appointment of the auditor or waiver for the limited audit (SME declaration), the Lex-Friedrich declaration, the Stampa declaration, the commercial register application and the certification of signatures.
💡 The constituent documents are a mandatory requirement for the constituent act. In order for everything to be complete and correct, it makes sense to have the founding documents together with a specialists to create, or to have it controlled by one.
All founding members or their representatives must be present for a legally valid foundation. When setting up, you must be able to identify yourself with an official ID. If you are represented, your representative must be able to identify himself and provide an officially certified power of attorney.
💡 This can be prepared by the notary responsible for the incorporation.
The founding act is issued by the notary notarized. He also certifies all signatures.
💡 Depending on the canton, signature certification is also possible with the municipality or the commercial register. In this case, it makes sense to have the signatures certified before the founding meeting and sentencing.
Now there is nothing standing in the way of registration in the commercial register. The founding documents can be submitted to the relevant commercial register together with the already signed commercial register application. Registration in the commercial register costs between CHF 400 - 600. It takes about 10-14 days from registration to publication.
☝️ The registration The Joint stock company in the commercial register is mandatory. The AG is only created when the commercial register is entered (publication).
The following documents must be submitted to register an AG in the commercial register:
❗ With the ERegistration in the commercial register Is you company name (business name) not protected. This means that, despite being registered in the commercial register, other companies can use a similar name. We at Jurata therefore offer, in addition to founding also a comprehensive Brand protection package (Trademark) on.
Find out more about trademark protection in Switzerland here.
As soon as the AG is founded, the responsible social security office (SVA) will provide you with Social security registration form too. After the return, your AG will be registered for social security contributions (AHV, IV, EO, ALV). Die Registration with the compensation fund is mandatoryas soon as they hire staff.
☝️ As Founder, you are considered an employee of your joint stock company. This means that even if no other staff is hired, you must return the form and pay social security contributions.
If you or your employees earn at least CHF 21,510 per year, you must join a pension fund and organise occupational benefits (BVG) for your employees (and yourself).
As soon as you employ people in the AG and they receive a salary, you must have a Occupational accident insurance Complete (BU). This applies regardless of workload. People who work more than 8 hours a week must also be insured against accidents during leisure time (NBU).
It is possible that your joint stock company is subject to VAT.
To find out whether you are subject to VAT, you can visit the website of Federal Tax Administration be helpful. Alternatively, you can consult our specialists gladly.
The AG must comply with various legal regulations so that it can be validly established. At Jurata, we specialize in making start-ups as easy as possible: As a result of advanced technology and a high degree of automation, setting up your AG is much easier.
With our Start-up package Benefit from a consultation, verification of your company name and purpose, preparation of all necessary documents, notarization including fees and registration with the commercial register office.
For you, this means that you can fully concentrate on your core activity and your business and the paperwork becomes a secondary issue.
✅Start now your own joint stock company, online and with just a few clicks.
💡 In addition to the start-up service, we offer you other fully or partially automated legal services, such as Trademark applications, shareholder engagement agreements or accounting solutions.
Thanks to a new offer in cooperation with Zürcher Kantonalbank Is the formation of a company for joint stock companies in Zurich economic area significantly simplified and once again significantly cheaper. If the requirements are met, you can set up your own AG with Jurata for only CHF 100 set up instead of CHF 480.
💡 Find out which requirements must be met here.
The original text was translated from german to english by machine translation.
Before her studies, Karin Baader completed her training as a bank clerk, including a vocational diploma, and then completed the passerelle at Kirschgarten Gymnasium in Basel. She received her master's degree in law from the University of Basel. During her studies, she initially worked part-time at a bank. She later worked, among other things, as a lawyer's assistant and research assistant at the Department of Private Law in Basel.
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