The main steps to register your business are the following:
- Choosing the legal structure of your company
- Choosing the business name and checking its availability
- Entering the name in the commercial register
- Securing intellectual property rights
- Obtaining the required business authorizations
Under Swiss Law, a business entity can be established using any one of the following forms: “Société Anonyme” or S.A. (the equivalent of a US incorporated company or UK public limited company); “Société à responsabilité limitée” or Sàrl (equivalent of a US limited liability company or UK limited company); partnership; non-profit association; and foundation.
For businesses, the main distinction lies between unincorporated partnerships and incorporated companies:
- In the case of unincorporated partnerships (“société en nom collectif” or SNC) and sole-proprietorship (“Raison individuelle”, “Société simple”), partners are personally liable for the company’s debts (including on their private assets).
- Incorporated companies (Sàrl or SA) limit this exposure to the invested capital only.
All types of business entities defined by Swiss Law are available to domestic and foreign investors alike. Depending on the type of legal entity, various conditions apply, such as the obligation to establish an office in Switzerland, to have a representative living permanently in Switzerland or to deposit the necessary paid-in capital.
The limited corporation (SA) and the limited liability company (Sàrl) are the legal forms most commonly used by foreign investors. Establishing a branch office, either in the form of an SA or Sàrl, is an alternative to the creation of a legally separate subsidiary.
In principle, the name under which a company plans to conduct business can be chosen freely, with the exception of branch/regional offices, which must include the name of the head office. The name must clearly indicate the company’s legal status, for instance “SA” for an incorporated company or “Sàrl” for a limited liability company. The chosen name must be clearly distinguishable from other existing company names. You can check the availability of company names through the Central Business Names Index (Zefix) of the Federal Commercial Registry Office. Once you have established whether your chosen name is available, you can move on to the next step.
As a rule, any trade or manufacturing activities and/or operation of any other commercially managed business requires an entry in the commercial registry. This is commonly handled by notaries as part of the setting-up process for a Société Anonyme (SA) or a Société à responsabilité limitée (Sàrl).
Chambre des notaires de Genève
Permanence de la Chambre des notaires
Rue Verdaine 13
Phone: +41 22 781 08 28
Switzerland has made intellectual property protection a major priority. You may consult the national registry of patents, trademarks, design and copyrights through the Federal Institute of Intellectual Property and register your own trademarks in order to ensure they are are protected. Switzerland is also a member of the World Intellectual Property Organization. In fact, WIPO is located in Geneva; its specialized expertise is therefore close at hand!
Setting up a company usually requires no particular authorization, with the exception of the following activities:
- Banks, insurance companies and brokers
- Hotels and restaurants
- Health professionals
- Lawyers and notaries
- Other selected commercial activities, such as wine merchants, employment agencies, and temping agencies
In the interest of public health and safety, environmental and consumer protection, and to comply with international and national standards and norms, certain products and services in Switzerland are subject to special rules and regulations. For instance, authorizations and registrations are mandatory for activities such as importing or selling pharmaceuticals, cosmetics, cleansing products, electrical devices, measuring and weighing devices, heating systems and pressure vessels.
If in doubt about whether your activity or service requires a specific authorization, the Directorate General for Economic Development, Research and Innovation will happily provide you with personalized assistance.