Swiss Company Formation Guide: Types, Legal Structures & Investment Options 2025

When planning to open a company in Switzerland, one of the most important decisions is selecting the most suitable legal structure. Switzerland provides a wide range of company types available to both local entrepreneurs and international investors.

Among the most common and practical business forms are the limited liability company (GmbH) and the joint stock company (SA or AG). These structures are ideal for small and medium-sized enterprises as well as large multinational operations.

The GmbH (Gesellschaft mit beschränkter Haftung) is often preferred by those launching small or medium-sized companies. One of its distinct characteristics is that its shares cannot be listed on the Swiss stock exchange. The founders of the company are referred to as shareholders, and their identities must appear in the company's statutory documents. Additionally, shareholder names are published in the Swiss Commercial Register.

To register a GmbH, it is necessary to provide a minimum share capital of CHF 20,000. This company type is suitable for businesses that do not require public capital but want to operate with a clear legal identity and defined liability protection.

The corporation (SA or AG) is better suited for larger businesses or companies that plan to trade shares and expand internationally. This structure is widely recognized and comes with several advantageous features:

Due to the ease of transferring shares and flexible ownership options, the SA is a popular choice for holding companies, public enterprises, and businesses with significant international dealings.

Our team of consultants in company formation in Switzerland can guide you through the registration process of any legal structure, whether you are launching a small business or planning a large-scale investment. We also provide access to qualified accountants in Switzerland, ensuring that your company complies with all financial and reporting obligations.

The sole proprietorship or sole trader is one of the most commonly chosen business structures for individual entrepreneurs starting out in Switzerland. Its appeal lies in its simplicity, low administrative burden, and minimal startup costs. It is particularly suitable for freelancers, consultants, traders, and professionals operating independently.

Both Swiss citizens and foreign nationals are allowed to register a sole proprietorship. However, there are specific conditions:

• The registrant must be resident in Switzerland, holding either a Swiss passport or a valid Swiss residence permit;
• The business must have a registered address in Switzerland;
• Foreigners not residing in Switzerland are not eligible to directly register as sole traders.

A sole proprietorship must be registered with the Swiss Commercial Register once its annual turnover exceeds CHF 100,000. At that point, VAT registration also becomes mandatory.

As the business grows, the entrepreneur may choose to transition into a GmbH, particularly to:

• Limit personal liability;
• Attract partners or investors;
• Strengthen the legal credibility of the company.

The transition process is relatively straightforward and can be supported by our Swiss legal and tax advisors, who handle all required amendments, capital deposits, and filings.

In the Swiss legal landscape, partnerships are a traditional yet versatile business structure, frequently used by small and medium-sized enterprises (SMEs). They are ideal for two or more people who wish to run a business together while sharing responsibilities and profits.

These forms of business are governed by the Swiss Code of Obligations and fall into two main categories:

This form is popular among family businesses and close professional partnerships.

• Formed by two or more individuals;
• There is no requirement for initial capital;
• All partners are jointly and severally liable for the company's debts with their personal assets;
• Requires registration in the Swiss Commercial Register;
• The business must operate under a common name, which must include the surnames of at least one of the partners.

Accounting obligations:

• If the annual turnover exceeds CHF 500,000, full double-entry accounting is mandatory;
• Otherwise, simplified bookkeeping is acceptable.

This form allows different types of investors to participate:

• Includes at least one general partner with unlimited liability;
• One or more limited partners, whose liability is limited to their contributed capital;
• Suitable when passive investors wish to fund a business without taking part in daily management;
• Requires entry in the Swiss Commercial Register.

Both types of partnerships are cost-effective to set up and manage. However, the lack of limited liability for general partners should be carefully considered.

Our Swiss business advisors assist in drafting partnership agreements, completing registration procedures, and setting up a compliant accounting system based on your company’s turnover and scope.

Switzerland offers an attractive legal and tax framework for foreign companies seeking to establish a local presence. The country’s openness to international business makes it one of the most popular locations in Europe for expansion.

Foreign enterprises can choose from three main models, depending on the level of control, liability, and activity they intend to maintain.

A subsidiary is a legally independent company created under Swiss law, even if owned fully or partially by a foreign parent company. It is the most flexible option for long-term establishment in Switzerland.

• May be registered as a GmbH or SA;
• Has its own legal personality and bears responsibility for its obligations;
• May benefit from Swiss tax advantages and access to double tax treaties;
• Offers operational autonomy, allowing local hiring and decision-making.

Subsidiaries are ideal for businesses that plan to develop substantial activities or that want to position Switzerland as a hub for European or global operations.

A branch is not a separate legal entity but a local extension of a foreign company. It conducts business under the umbrella of the parent entity.

• Must be registered in the Swiss Commercial Register;
• The foreign parent remains liable for all obligations and liabilities;
• Requires at least one representative residing in Switzerland with signature authority;
• Suitable for operations that do not need full legal independence.

Branches are often used in the financial, logistics, and technology sectors, where firms wish to maintain control from abroad.

A representative (liaison) office is used for non-commercial activities, such as market research, promotional campaigns, or communication purposes.

• It is not a legal entity and cannot engage in sales or service contracts;
• No entry in the Commercial Register is required;
• No local taxation unless economic activity begins.

This option is ideal for companies conducting market testing or seeking to build partnerships before committing to full operations.

Our international business specialists in Switzerland assist with evaluating your goals and selecting the most efficient entity type, as well as completing all local compliance requirements.

Switzerland maintains a reputation as one of the world’s most competitive and innovative economies, offering a business climate marked by stability, transparency, and efficiency. Its multilingual environment, modern infrastructure, and political neutrality contribute to its attractiveness for both startups and multinational companies.

Switzerland ranks highly in global indexes for ease of doing business, judicial efficiency, and innovation capacity. Its strong educational system fuels a highly qualified labor market, while cantonal and federal governments collaborate to offer tax incentives and support mechanisms.

The country also provides access to a dense network of bilateral trade and investment agreements, positioning it as a hub for regional headquarters and cross-border operations.

Our team supports foreign and local investors with location studies, sector-specific insights, and setup logistics, helping you navigate the Swiss business market with confidence.

Switzerland is consistently rated among the top global destinations for foreign investment, thanks to its solid economic foundations, favorable regulatory landscape, and reputation for security and reliability. Both institutional and private investors benefit from a transparent legal system and an efficient public administration.

• Central location at the crossroads of Europe, with access to the EU market despite not being an EU member;

• A stable and predictable legal system, supported by independent courts and investor-friendly institutions;

• Over 100 bilateral investment protection agreements, providing safeguards against expropriation and unfair treatment;

• High rankings in innovation, education, and infrastructure, according to the OECD and World Bank;

• A dense network of double taxation treaties, making Switzerland a key location for holding companies and IP structures;

• Access to a highly skilled, multilingual workforce.

In 2017 alone, Switzerland ranked among Europe’s top countries for foreign direct investment, with holding companies accounting for more than half of the inflows. Additionally, over 130 foreign green investment projects were launched, focused on sustainable technology, energy, and innovation.

From a lifestyle perspective, Switzerland offers excellent standards in healthcare, transport, and education, making it attractive for executive relocation and international talent retention.

If you are planning to invest in Switzerland or need assistance identifying the most efficient business structure, our local consultants can support you with:

• Legal incorporation and strategic structuring;
• Cross-border tax planning;
• Immigration and residence procedures;
• Regulatory licensing and sector-specific compliance.

With the right support, Switzerland offers not only a safe investment climate, but also a platform for long-term, sustainable international growth.