A Swiss company is the base from which you hold, finance and grow your international business. Find out which company form, holding structure and financing route earns the most for your shareholders, and how to take the company to the capital market when the time comes.
Most clients from Asia, the Middle East, Africa and Latin America come to Switzerland with a clear commercial plan: a regional headquarters for Europe, a holding company for their international subsidiaries, or a vehicle to raise capital from Swiss and European investors. Each plan leads to a different structure, and the structure you choose at the start determines your tax position, your bankability and your options for an exit or a listing years later.
The two main forms are the company limited by shares (AG) and the limited liability company (GmbH). The AG requires share capital of at least CHF 100,000, of which at least CHF 50,000 must be paid in, and its shareholders do not appear in the commercial register. The GmbH requires CHF 20,000, fully paid in, and its members are entered in the register. Groups that plan to raise capital or list later usually choose the AG from the start.
A Swiss holding company receives dividends and capital gains from qualifying participations largely free of profit tax through the participation deduction. Dividends paid by a Swiss company bear a withholding tax of 35 per cent, which double taxation treaties reduce for foreign shareholders and which generally does not apply to repayments of capital contribution reserves.
Every AG and GmbH needs at least one person resident in Switzerland who can represent the company. The board is personally liable for its statutory duties, including the payment of social security contributions and the duty to act when the company is over-indebted, so foreign groups should appoint directors who understand Swiss law and can sign with confidence.
Group and Holding Structures
Many international groups hold their subsidiaries, intellectual property or financing through a Swiss company. The articles collected here explain how Swiss holding companies are taxed, which legal form and canton suit a holding, licence or finance company, how dividends and interest leave Switzerland, and what the global minimum tax changes for large groups. They also cover transfer pricing, the substance a Swiss company needs in practice, the migration of a company's seat into Switzerland, the resident director required by law, and why structures that rely on a Swiss address alone no longer work. To the articlesCapital Raising
Switzerland offers companies many ways of raising capital beyond a public listing. The articles collected here explain private placements with qualified investors, bonds and convertible instruments, pre-IPO financing rounds, capital increases and the rights of existing shareholders, and the issuance of tokenised shares and bonds as ledger-based securities. They set out when a prospectus is required and when an exemption applies, which licences investors and intermediaries need, and how a foreign group can use a Swiss company to raise capital from investors in Switzerland and Europe. To the articlesIPO and Listing
A listing in Switzerland gives a company access to European investors, a stable currency and one of the most respected financial centres in the world. The articles collected here explain listing on the SIX Swiss Exchange and BX Swiss, the admission requirements and listing segments, the prospectus under the Financial Services Act and its review by a prospectus office, the disclosure and ad hoc publicity duties that follow, and the preparation of a company from Asia, the Middle East or Africa for a Swiss listing, from its group structure and accounts to its board and governance. To the articlesBankability and Onboarding
Before a Swiss bank opens an account for a company or lends to it, it examines who owns and controls the company, where its money comes from and what the account will be used for. The articles collected here explain what banks ask for, how beneficial ownership and the source of funds are documented, why companies from certain countries or sectors face more questions, and how to prepare an onboarding file that is accepted. They also cover the capital deposit account needed to form a Swiss company, the choice of bank, and what to do when an application has been refused. To the articlesWhite-Collar Crime and Corporate Liability
Swiss law holds companies criminally liable for offences committed within them where they failed to take the organisational measures needed to prevent them. The articles collected here explain corporate criminal liability under Article 102 of the Criminal Code, the bribery of foreign public officials, money laundering, sanctions violations and trade fraud, and the proceedings brought against Swiss trading houses in recent years. They show what compliance organisation the authorities expect, how internal investigations are conducted, and how companies and their managers should respond when prosecutors or FINMA become involved. To the articles