Company registration in Switzerland

Organizational and legal forms

Due to a very flexible system of work organization, OJSC (Aktiengesellschaft (AG)) is the most popular form of business organization in Switzerland. You can find out about the main types of Swiss companies in a special section of the site.

Requirements for the company

At least one founder is required for the organization of AG that approves the formation of the company in the contract. He accepts the constituent document and appoints the auditors and the Board of Directors. The share of each founder is determined by the number of shares acquired. After recording of the company in the Commercial Register, it becomes the legal entity by right. From that moment the authorized capital, which has been previously paid, is released and transferred by the bank to the disposal of the company. Information on the main documents and the stages of the company’s opening can be viewed in special sections.

Charter

The Charter should contain various provisions provided for by law, including the following:

• Information about the company name and the address of registration.
• Purpose of the creation.
• Share capital and made contributions.
• Number, type of shares and face value.
• Procedure for convening a general meeting of shareholders and voting rights of shareholders.
• Organization of administration and audit.

Additional provisions and items can be also included in the Charter.

Structure of the governing bodies of JSCs

JSC is managed by three bodies:

1. Supreme body is the general meeting of shareholders.
2. Executive body is the Board of Directors.
3. Auditors.

The general meeting of shareholders is convened annually, within the next six months after the end of the fiscal year. The executive body, the Board of Directors, should consist of one or several members. They do not have to be shareholders. The Board of Directors has the right to take decisions on any issues that do not require the decisions of the general meeting of shareholders under the Charter or law. At least one person representing the company must reside in Switzerland. This person either acts as a Member of the Board of Directors, or as a director of the company. Each director has the right of sole signature. Some duties of the Board of Directors are fixed by law as not transferable and inalienable, and consist mainly of senior management and control functions. Auditors are elected by the general meeting of shareholders. Natural persons, as well as commercial companies and cooperatives, have the right to act as auditors. At least one auditor must have a residence, a legal address, or a registered affiliate in Switzerland.

Share capital and shares

The minimum share capital is 100 thousand CHF (81 800 EUR). At least 20% of the face value of each share, but not less than half, must be paid (in cash or in kind) before registration. The nominal value of one share should not be less than 0,01 CHF (about 0,0081 EUR). It is allowed to issue registered shares or bearer shares. The company must maintain a register of registered shares. Bearer shares may be issued subject to full payment and are not subject to transfer restrictions. Shares may be issued with different voting rights and different nominal values. Information on JSC shareholders is not entered in the Commercial Register.

Swiss Corporate Law