1、 Major investment laws
Switzerland is a country with free industry and commerce, open market and capital. There are basically no special restrictions on the types and industries of foreign investment. In Switzerland, investment related laws and regulations are mostly scattered or hidden in other different laws and regulations, and the provisions of different local states are different. Switzerland welcomes and is open to foreign investment. Investors can freely decide the type and industry of investment according to their actual needs, and then decide the company form of their entry into the market. Foreign citizens who set up companies in Switzerland to develop business must have a work and residence permit before they can stay in Switzerland and engage in commercial business for a long time.
2、 Regulations, procedures, documents to be prepared and review process of investment application
The Swiss Federal Constitution protects economic freedom and allows anyone (including foreign citizens) to do business in Switzerland. The form of business entity chosen by a foreign investor to establish a company in Switzerland depends on many factors, including the nature and time range of business operations, general legal and tax provisions and management strategic objectives (headquarters, production plants, sales offices, financial or service companies, etc.). However, tax investigation is also a decisive and key factor. Therefore, it is recommended to hire a consultant familiar with Swiss law and tax system at the early stage of the company establishment process.
According to the data released by Switzerland global enterprise (S-Ge), Swiss companies are basically divided into joint-stock companies (Ag), limited liability companies (GmbH), collective investment limited partnerships (KKK) and individual companies. In addition, the legal form of gmbh&co kg is very common in Germany and Austria, but it does not exist in Switzerland.
Foreign investors basically set up companies in Switzerland in the following ways:
– establishment of non joint stock limited companies or joint stock limited companies
– establishment of branches (branches)
– acquisition of existing companies in Switzerland (non joint stock limited companies or joint stock limited companies)
– establishment of a joint venture (not a company limited by shares or a company limited by shares)
In addition, considering the factors such as liability risk and legal person independence, the preferred way for foreigners to invest in Switzerland is to establish subsidiaries (in the form of joint-stock companies or limited liability companies, i.e. Ag or GmbH) or branches.
The establishment of a company in Switzerland can be handled by the Chinese themselves or entrusted to an accounting firm or a law firm. The fees to be paid for entrusting an accounting firm include consulting services, drafting the articles of association, concluding the company establishment contract, notarization of the company establishment contract, and administrative fees for the company's business registration and public announcement. If a law firm is entrusted, the fee is usually higher. Generally speaking, the charging standard of Swiss law firms is to pay on time. If the required documents can be prepared at one time according to the regulations, not only the time required for the establishment of the company can be saved, but also a lot of legal fees that must be paid can be saved.
》》》》Joint stock company (Ag)
Joint stock company (Ag) is one of the common corporate forms in Switzerland. Foreign companies usually choose this legal form for their subsidiaries in Switzerland. Joint stock company is a unique legal entity (with its own legal personality), whose liability is limited to the company's assets. The registered capital is determined in advance and then divided into shares. Joint stock company is the legal form usually adopted by holding companies and financial companies.
The establishment of a joint stock company requires at least one or more natural or legal persons, and at least one person is a shareholder. The share capital shall be at least CHF 100000. To establish a joint-stock company, at least 50000 Swiss francs must be paid first, and the rest can be supplemented to the full share capital of 100000 Swiss francs.
The highest organizational structure of a joint-stock company is the board of directors. The board of directors shall consist of one or more members who need not be shareholders of the company. There is no requirement for the nationality or legal residence of directors. However, at least one member of the board of directors or executive committee authorized to represent the company must be permanently resident in Switzerland.
》》》》Limited liability company (GmbH)
A limited liability company (GmbH) is a company with legal personality, which can be jointly formed by one or more natural persons or business entities with their own company name and predetermined capital (registered capital). Each shareholder holds the registered capital in the form of one or more registered share capital with a nominal value of at least CHF 100. The total registered capital must be at least CHF 20000 and must be paid in full. The owner of investment funds must go through business registration. In essence, all shareholders have the right to participate in the management of the company, and at least one of them must have a long-term residence in Switzerland. For small and medium-sized enterprises, the limited liability company is one of the most commonly adopted forms of companies by foreign investors. Since the establishment of a board of directors is not required, the structural cost of a limited liability company will be significantly reduced. However, all corporate responsibilities are concentrated on the company's principals. According to its own size, limited liability companies only need to comply with limited audit requirements. Compared with joint-stock companies, limited liability companies have the advantage of lower capital requirements, but the names of all shareholders, including those who subsequently join the company, must be disclosed to the public.
》》》》Branch Office
In addition to setting up subsidiaries in Switzerland, foreign companies can also set up branches (this is the third common corporate form of foreign companies in Switzerland). These branches have certain independence in organizational structure and finance. From a legal point of view, it is still part of a foreign company even if it can sign agreements, handle affairs by itself, and attend the court where its business is located as a plaintiff or defendant. Once a branch is established, it must go through business registration. The branch will be treated as a Swiss company for licensing, registration, taxation and accounting purposes. To establish a branch in Switzerland, a foreign company must have an authorized representative residing in Switzerland.
》》》》Collective investment limited partnership (KKK)
The form of collective investment limited partnership (KKK) corresponds to the common form of limited liability partnership (LLP) in English speaking countries. As a venture capital investment tool, this company form is only allowed to be used by professional investors. Contrary to the provisions on limited partnership in the Swiss law on creditor's rights (the unlimited partner must be a natural person), the unlimited partner of the collective investment limited partnership must be a joint-stock company.
This legal form began to appear in Switzerland in 2006. For investors and limited partners, it is an alternative to establishing LLP companies in Luxembourg, Ireland or the Channel Islands, especially Channel Islands, specifically Jersey and Guernsey. It will help consolidate Switzerland's position as a financial center and enhance Switzerland's professional services in professional venture capital, private equity and even hedge fund management companies.
》》》》Individual company
For small companies, the individual company is also a very popular form of company. The owner of an individual company assumes the operational risks of the company and uses all its private and public assets as security. On the other hand, the owner of the company can decide the operation policy independently. If the business operation is successful, the company can be easily transformed into a joint stock limited company. If it fails, its liquidation is easier than other legal forms. Individual companies must be registered in the commercial register only if their annual sales exceed CHF 100000.
》》》》Business registration
The establishment of joint stock companies and limited liability companies must first go through business registration, which shall be conducted by the notary office. The business registration includes the business items of the enterprise, the scope of responsibility of the company and the data of the company's representative. The company index center (Zefix) provided by the federal business registration office on the Internet can be consulted by the public, and can be used to query whether the company name can be registered. All registration and cancellation data in the business register will be published in the official Swiss business Gazette (SOGC). Enterprises engaged in trade, production or other commercial businesses must usually be registered in the commercial register. Through commercial registration, companies can be protected by the company law. The legal person can obtain the legal person status only after the business registration.
》》》》Work and residence permit
Foreign investors must apply to the Labor Bureau of the state government where they want to invest for an employment permit. Whether the industries to be invested by the Labor Bureau of the state government are needed by Switzerland, whether the employees are professionals lacking in Switzerland, and whether they can create local employment opportunities in Switzerland are the key points of the review. After the review, the case will be transferred to the Immigration Bureau of the police department of the state government, The immigration office will issue work and residence permit endorsements according to the "work quota for foreigners to enter Switzerland" approved by the federal government every year.
3、 Investment related authorities
Attracting foreign investment is an important part of Switzerland's economic policy. The Swiss federal government promotes foreign investment in Switzerland through cooperation with local states and the industry. Switzerland global enterprise is responsible for attracting foreign investment on behalf of the federal government, publicizing Switzerland's advantages as a headquarters for foreign investors, and serving as the primary contact window for foreign investors to assist foreign investors in contacting the appropriate local governments and institutions. The economic development and investment promotion departments of each state government introduce the advantages of establishing companies in each local state to potential foreign investors, and assist them to set up companies in the most appropriate places to provide local support and related services.
4、 Investment incentives
Each state government of Switzerland has set up economic development and investment promotion departments to provide tax relief to companies as investment incentives. The incentives and economic assistance given by each local state are different, depending on the interests of each project and the economic conditions of each region. A brief description of the incentive measures given by local states is as follows: there are "investment and financing" incentive measures such as providing or arranging bank loan guarantee, interest discount or bearing interest costs, or providing interest free or interest discount loans, or non repayable one-time capital contributions; There are "land and site purchase" incentives such as arranging commercial sites, land acquisition or lease, sharing costs for the planning or development of commercial land, or sharing costs for plant renovation; There may be "personnel" incentives to share training costs; There may be "tax" incentives for tax relief at the start-up and development stages or restructuring plans.
5、 Other investment related laws and regulations
The regional policy of the Swiss federal government provides special assistance to mountainous areas, rural areas and borders. Large scale investment, development of innovation plans and establishment of new companies in these areas can enjoy the tax relief of the Swiss federal government.
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