Establishing a holding company in Switzerland is not only attractive for tax purposes – it is also possible for international entrepreneurs without a domicile in Switzerland. Whether in Zug or Zurich: in this article, we will answer the most important questions about founding a Swiss holding company.
The essentials in brief:
- Swiss holding companies offer tax advantages for internationally active entrepreneurs, including those without an obligation to reside in Switzerland.
- Founding a company as a foreigner is possible: International entrepreneurs benefit from comparatively liberal regulations.
- Flexibility in management: managers and shareholders can be based anywhere, worldwide.
1. Why set up a holding company in Switzerland?
Switzerland is known worldwide for offering stable conditions for business. The country offers attractive tax regulations, especially for holding companies, such as the tax exemption from income from investments in other companies. For "global" entrepreneurs, this is an ideal structure for efficiently managing profits and optimizing tax liabilities.
2. Can foreigners set up a holding company in Switzerland?
Yes, foreigners can set up a holding company in Switzerland without having to be a resident of the country. The prerequisite? The company must be registered in Switzerland and it needs at least one local member of the board of directors or representative on site. This flexibility makes Switzerland particularly attractive for international investors.
3. What are the advantages of a Swiss holding company?
1) Tax advantages
A Swiss holding company benefits from tax advantages. Holding company tax in Switzerland allows companies to collect profits from investments largely tax-free.
In practice this means:
- Exemption from federal tax on dividends and capital gains: Income from investments in subsidiaries usually remains tax-free.
- Favorable cantonal tax rates: Most cantons grant holding companies massive tax relief or do not levy any cantonal income tax on profits.
- Double taxation agreements (DTAs): Over 100 agreements to prevent double taxation, so that companies do not have to pay double taxes on their income. This is an important prerequisite for globally-active holding companies that generate profits in different countries.
2) Stability and legal clarity
Switzerland is known for its political and economic stability, which is invaluable for companies.
In detail, this means:
- Legal and planning security: Companies can rely on consistent regulations and laws. A stable legal framework minimizes risks for companies and creates a reliable basis for long-term investment and growth strategies.
- Efficient legal system: The Swiss legal system offers internationally-recognized fair, fast court processes, which facilitates the enforcement of contractual rights.
- Excellent reputation: Switzerland is regarded as a trustworthy and respected business partner. A company headquarters in Switzerland gives a company a high degree of credibility and trust worldwide.
3) Low administrative requirements
Compared to other countries, doing business in Switzerland involves little bureaucratic effort and flexible administrative requirements:
- Management from outside possible: Switzerland does not require holding companies to have extensive administrative structures. Therefore, the majority of the management can also be based outside Switzerland. Only one member of the Board of Directors or an official representative must live in Switzerland.
- No VAT liability: Pure holding companies that do not carry out any operational activities are exempt from VAT. This saves additional administrative costs and reduces the accounting burden.
- Lean reporting requirements: The reporting requirements for holding companies are low compared to other types of companies. This further minimizes the administrative burden, which saves on costs and simplifies administrative processes.
4. What are the legal requirements?
The establishment of a holding company in Switzerland is subject to some central legal requirements. These relate to the necessary capital, the composition of the Board of Directors and the choice of the company's registered office. Let's take a closer look at these prerequisites:
1) Minimum capital
For the establishment of a Swiss holding company in the form of a stock corporation (AG), a minimum capital of CHF 100,000 is required. The following stipulations apply:
- Paid-up capital: At least 50% of the share capital (i.e. CHF 50,000) must be paid up at the time of incorporation. This ensures a stable financial framework for the company.
- Capital structure: The capital is divided into shares that can be divided into different classes – for example, ordinary shares and preferential shares. This flexibility allows the structure to be adapted to the company's needs and to grant different rights to potential investors.
- Currency: The share capital can also be held in euros or US dollars, which is advantageous for international investors and companies.
2) Local Board of Directors
Swiss legislation requires that at least one member of the Board of Directors or an official representative is resident in Switzerland. This requirement ensures that the holding company has a firm connection to Switzerland. In detail:
- Obligation for a member of the Board of Directors or an authorized representative to be domiciled in Switzerland: A person who sits on the Board of Directors or acts as an authorized representative must be domiciled in Switzerland. Alternatively, a trustee who is resident in Switzerland can be appointed as a representative.
- Duties and responsibilities: This member of the Board of Directors or the representative must fulfill the legal obligations of the holding company in Switzerland and has to be responsible for compliance with Swiss regulations. This includes organizing general meetings, proper accounting and monitoring compliance with all relevant laws.
- Influence on company management: This regulation allows the other members of the Board of Directors and the management to continue to be based outside Switzerland.
3) Company headquarters
The choice of the company's registered office is important for the holding company's tax advantages. The holding company must be registered in a Swiss canton that grants tax advantages for holding companies. The most important points are the following:
- Cantonal tax benefits: Various cantons offer specific tax regulations and benefits for holding companies. The choice of the canton can therefore have a significant influence on the company's overall cost structure.
- Registered address and office: A permanent place of business in one of the tax-advantageous cantons is necessary. This headquarters can be provided by a third party, such as a trust office, if the company itself does not want a physical presence in Switzerland.
- Contractual framework and registration: The company must be registered in a commercial register and all important documents must be available (articles of association, founding documents, rules of procedure). The entry in the commercial register is publicly accessible and serves legal transparency.
5. Procedure and costs of establishing a holding company
The establishment of a holding company in Switzerland usually takes between 2 and 4 weeks. A few basic steps are necessary for a smooth process – professional support can make the start-up process much easier and faster.
1) Consulting and planning
- Many companies opt for the support of specialized consultants or trust companies that specialize in the establishment of holding companies in Switzerland.
- These experts ensure that all legal and tax requirements are met correctly and provide valuable information on location selection and tax optimization.
- The costs can vary greatly depending on the provider and scope of services and are often between CHF 2,000 and CHF 10,000.
2) Notary and registration fees
- An appointment with an official notary is necessary for a company foundation, as the notary certifies the founding documents and registers them in the commercial register.
- The notary costs vary slightly depending on the canton and the effort involved, but are usually between CHF 2,000 and CHF 3,000.
- These costs include the notarial certification of the founding documents, the registration of the company with the commercial register and any fees for additional legal documents, such as articles of association or powers of attorney.
3) Capital requirements
- Another central step is the proof of the paid-up minimum capital of CHF 100,000, which is necessary for the establishment of a Swiss stock corporation (AG).
- The payment is usually made to a specially set up blocked account, which is released for business activities after the foundation.
- The proof of capital serves as confirmation of the financial stability of the company and is required to register the company in the commercial register.
4) Other optional costs
- In addition to the core costs for the company foundation, additional optional expenses are often incurred – for example, for the establishment of a business address if the company does not want its own office location in Switzerland.
- The use of a so-called domiciling service or a virtual office can be useful if no physical presence is required. Depending on the provider and location, the costs are usually between CHF 1,000 and CHF 3,000 per year.
Your benefits with our support: An all-round carefree package
The establishment of a holding company in Switzerland can be complex and time-consuming, especially if you are not fully aware of the specific legal and tax requirements. With our experienced support, we take over the entire founding process and offer you a comprehensive all-round carefree package.
How you can benefit from our services:
- Complete processing: We take care of every step – from consulting and document creation to communication with authorities and notaries.
- Careful planning and choice of location: Together with you, we analyze which canton is best suited for your holding company for tax and legal purposes.
- Smooth documentation: Through our experience, we ensure that all documents are submitted correctly and completely to avoid delays.
- Efficiency and time savings: Our well-established cooperation with local notaries and authorities ensures rapid processing within a few weeks.
