Preparation of the Foundation
The careful preparation of the stock corporation foundation begins with the precise definition of the company purpose: The purpose should be formulated broadly enough to allow for strategic adjustments and clearly reflect the core activities of your company, yet still be specific enough to avoid complaints from the commercial registry office.
Furthermore, the choice of name for your stock corporation requires thorough examination:
Search in the commercial register under zefix.ch
Verification of the trademark register at the IGE
Check domain availability
Important: Do not invest in a logo, business cards, or website before the availability of the company name is confirmed. Early company and trademark searches prevent unnecessary costs and legal conflicts.
Necessary Documents and Legal Requirements
The foundation of a stock corporation requires the following legally binding documents:
Articles of Association of the company with details on:
Deed of Incorporation
The registration with the commercial register takes place after notarization. Required documents that must be submitted with the registration:
Application form
Publicly notarized deed of incorporation
Original articles of association
Declarations of acceptance of election by the directors and managing directors
Declaration of acceptance of domicile in the case of a c/o address
Proof of share capital
The commercial register fees amount to CHF 600-800. After successful review, the stock corporation is entered into the commercial register and obtains its legal existence.
Capital Sourcing and Financial Aspects
The foundation of a stock corporation requires a minimum share capital of CHF 100,000. Upon foundation, at least 20% of this, but in absolute figures at least CHF 50,000, must be paid in (= partial payment). The remaining sum can remain as unpaid share capital. Precise liquidity planning is crucial for business success. To do this, create a detailed list of expected income and expenses and plan reserves for unexpected costs. In doing so, take into account fixed costs, such as social security contributions, pension fund contributions, insurance premiums, and administrative costs. Experience shows that many stock corporations do not fail due to a lack of profitability, but due to liquidity bottlenecks. Solid financial planning for the first 12 months after foundation is therefore essential.
Shareholder Agreement
The Shareholder Agreement (ABV) is a legal document that regulates the relationships and obligations between the shareholders of a stock corporation. This private law agreement creates clear relationships between the founders and protects the interests of all parties involved. The agreement prevents potential conflicts and ensures the long-term cooperation of the shareholders. The ABV complements the statutory provisions of the Code of Obligations and the articles of association of the stock corporation. Aspects such as pre-emptive rights for share purchases, regulations on profit distribution, voting loyalty obligations, non-compete clauses, exit and exclusion rights, succession planning, and much more can be agreed upon. The regulations in the ABV must be formulated precisely to avoid subsequent room for interpretation. A legal review of the contract is recommended.
Tax Obligations
As a stock corporation in Switzerland, you are subject to various tax obligations. The tax rates vary depending on the canton. Professional tax advice helps to identify optimization potentials and ensure compliance.
Corporate income tax: Taxation of net profit at federal, cantonal, and municipal levels
Capital tax: Annual taxation of equity capital by cantons and municipalities
Withholding tax: 35% on dividend distributions and certain interest incomes
The VAT liability arises when:
The annual turnover exceeds CHF 100,000
or the stock corporation voluntarily opts in
You can apply for the VAT number online at the Federal Tax Administration (ESTV). Required documents:
Practical Tips for Avoiding Mistakes in the Foundation of a stock corporation
The foundation of a stock corporation requires careful planning. These typical pitfalls should be avoided:
1. Hasty investments in marketing material
Creating a logo, business cards, and website before registration in the commercial register
Risk of name conflicts and unnecessary costs
Solution: Only begin with the visual identity after a successful name check
2. Too narrow a definition of company purpose
Restriction of business flexibility
Frequent amendments to the articles of association required
Solution: Broad but precise formulation of the company purpose
3. Insufficient liquidity planning
Underestimation of running costs
Lack of reserves for social security contributions
Solution: Detailed financial planning for at least 12 months
4. Missing shareholder agreement
Lack of regulation in case of conflicts
Unclear responsibilities
Solution: Early legal protection through ABV
Conclusion on Founding a stock corporation in Switzerland with the Support of Jurata®
The foundation of a stock corporation requires careful planning, legal know-how, and precise execution. The structured founding process with its various legal and administrative requirements can be significantly simplified through professional support. Founding a stock corporation with professional support minimizes the risk of errors and saves valuable time.
Jurata® supports you in preparing the notarial deed and ensures that all legal requirements are met. Years of experience in Swiss corporate law guarantee professional support for your founding project
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