Preparation of the Incorporation
The careful preparation of the stock corporation incorporation begins with the precise definition of the corporate purpose: The purpose should be formulated broadly enough to allow for strategic adjustments, clearly reflect your company's core activities, but still be specific enough to avoid complaints by the Commercial Registry Office.
Furthermore, the choice of name for your stock corporation requires a thorough review:
Research in the commercial register at 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. An early company and trademark search prevents unnecessary costs and legal conflicts.
Necessary Documents and Legal Requirements
The incorporation of a stock corporation requires the following, legally binding documents:
Articles of Association of the company with details on:
Public Deed of Incorporation
The registration in the commercial register takes place after the 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 members of the Board of Directors and managers
Declaration of acceptance of domicile in case of a c/o address
Proof of share capital
The commercial register fees amount to CHF CHF 600-800. After successful verification, the stock corporation is entered into the commercial register and gains its legal existence.
Raising Capital and Financial Aspects
The incorporation of a stock corporation requires a minimum share capital of CHF 100'000. At the time of incorporation, 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. A precise liquidity planning is crucial for business success. To do this, create a detailed breakdown 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: Many stock corporations do not fail due to a lack of profitability, but due to liquidity bottlenecks. A solid financial planning for the first 12 months after incorporation is therefore essential.
Shareholders' Agreement
The Shareholders' Agreement (SHA) is a legal document that regulates the relationships and obligations between the shareholders of a stock corporation. This private law agreement creates clear relations between the founders and protects the interests of all participants. The agreement prevents potential conflicts and secures the long-term cooperation of the shareholders. The SHA complements the statutory provisions of the Code of Obligations and the Articles of Association of the stock corporation. Aspects such as pre-emptive rights in the purchase of shares, regulations on profit distribution, voting commitments, non-compete clauses, exit and exclusion rights, succession regulations and much more can be agreed upon. The regulations in the SHA must be formulated precisely to avoid subsequent room for interpretation. A legal review of the agreement 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 potential and ensure compliance.
Corporate income tax: Taxation of net profit at federal, cantonal and municipal level
Capital tax: Annual taxation of equity by cantons and municipalities
Withholding tax: 35% on dividend distributions and certain interest income
The value added tax obligation arises when:
The annual turnover exceeds CHF 100'000
or the stock corporation opts voluntarily
You can apply for the VAT number online with the Federal Tax Administration (FTA). Required documents:
Practical Tips for Avoiding Errors when Incorporating a stock corporation
The incorporation of a stock corporation requires careful planning. These typical pitfalls should be avoided:
1. Premature investments in marketing material
Creating logo, business cards and website before the commercial register entry
Risk of name conflicts and unnecessary costs
Solution: Only start with the visual identity after a successful name check
2. Too narrow definition of purpose
Restriction of business flexibility
Frequent amendments to the Articles of Association required
Solution: Broad but precise formulation of the corporate 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 Shareholders' Agreement
Lack of regulation in case of conflicts
Unclear responsibilities
Solution: Early legal protection through SHA
Conclusion on Incorporating a stock corporation in Switzerland with the Support of Jurata®
The incorporation of a stock corporation requires careful planning, legal know-how and precise implementation. The structured incorporation process with its various legal and administrative requirements can be simplified considerably through professional support. A stock corporation incorporation with professional support minimizes the risk of errors and saves valuable time.
Jurata® supports you in preparing the notarization and ensures that all legal requirements are met. The long-standing experience in Swiss corporate law guarantees professional support for your incorporation project.
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