How to create a SA?

Corporations are the most common form of limited liability companies in Switzerland. This form is generally used to conduct all types of profit-driven commercial activities. In order to successfully create such an entity, the law imposes some specific requirements (art. 602-760 CO).

Conditions and specificities

 

The foundation of a corporation requires a minimum capital of CHF 100’000.-, divided into registered or bearer shares. At least CHF 50’000.- must be paid in (or 20% per share) upon formation of the company.

The law prescribes three governing bodies; the General Meeting of Shareholders, the Board of Directors and the statutory auditors. Their main roles are described below.
• The General Meeting of Shareholders is the supreme governing body (art. 698 I CO). It has the inalienable powers to approve the management report and the annual accounts, elect the members of the Board of Directors and the auditors and determine and amend the articles of association.
• The Board of Directors (art. 716 II CO), which comprises one or more members, manages the business of the company, unless responsibility for such management has not been delegated.

Except for large companies, the accounts must be reviewed by an auditor in a limited audit (art. 727a I CO). Companies having not more than ten full-time employees on annual average may be dispensed from having their accounts audited (art. 727a II CO).

The company is established when the founder members declare by public deed that they are founding a corporation, lay down the articles of association and appoint the management bodies (art. 629 I CO).

 

In order to be duly incorporated, the company must be registered in the Commercial Register at the place where it has its seat (art. 640 CO).

The main steps to establish a SA are the following:
• choose a business name and check its availability;
• choose a domiciliation for the company;
• open an escrow account to deposit the capital amount (min. CHF 50’000.-);
• choose the management bodies and the auditor (if necessary);
• draft the article of association;
• hold the incorporating meeting before a public notary;
• file the documents to the Commercial Register.

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