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Switzerland: Types of Company

Stock Corporation

The Stock Corporation ("Societe Anonyme" or "Aktiengesellschaft") is the form almost universally used by foreign investors and has the following characteristics:

  • The minimum number of subscribers is 3;
  • Nominee shareholders and nominee subscribers are permitted;
  • The minimum authorized share capital is CHF100,000 of which either 20% or CHF50,000 (whichever is the greater) must be paid up by way of a deposit of funds in a bank account; the bank will not relinquish control over these funds until the company registration certificate has been issued;
  • Share capital cannot be increased by more than 50% of the authorized capital at any one time;
  • Shares can be ordinary shares, preference shares, voting shares or non voting shares and can be issued at a premium; bearer shares are permitted;
  • A majority of directors must be Swiss nationals and must be domiciled in the country;
  • All directors must be shareholders whether they are the beneficial owners of those shares or hold as nominees (the holding of one share as a nominee is sufficient to meet this requirement);
  • The company must have an auditor and a registered office;
  • A person whose name appears in the articles of association signs on behalf of the company.

A company must have an auditor, and accounts must be filed each year with the Companies Registration Office. Small companies can prepare abbreviated accounts which do not have to include the level of turnover.

 

 

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