Swiss Company Formation for Foreigners — A Practical Guide

Foreigners can form or buy a company in Switzerland without residency or citizenship. Swiss law places no nationality restriction on owning shares in an AG (corporation) or GmbH (limited liability company). The only mandatory requirement: at least one member of the board of directors (AG) or one managing director (GmbH) must be resident in Switzerland. This condition is easily met through a nominee director arrangement. Mueller Treuhand in Zug provides this service and has guided more than a hundred international clients through the process.

You have two paths: buy an existing company (3–5 days) or incorporate a new one (4–8 weeks). For non-residents, buying is usually faster, simpler and more cost-effective.

Two Paths: Buy an Existing Company or Incorporate a New One

Foreign entrepreneurs often assume they must incorporate from scratch. In practice, acquiring a ready-made entity is the dominant route for non-resident founders. Here is how the two options compare.

	Buy Existing Company	New Incorporation
Timeline	3–5 working days	4–8 weeks
Cost (excl. share capital)	CHF 5'000–12'000	CHF 3'500–8'000
Notary visit required	No (share transfer only)	Yes (incorporation deed)
Physical presence needed	No	Typically yes, at the notary
Operational from day	Day of share transfer	After Commercial Register entry
UID number	Already assigned	Issued upon registration

Buying an Existing Company

When you buy a company in Switzerland, you acquire a legal entity that already holds a Commercial Register entry, a UID number and paid-up share capital. The share transfer is a private transaction — no notary required for the shares themselves. A shelf company (one that has never traded) carries zero liabilities, making it the safest option for foreign buyers.

Incorporating a New Company

New incorporation requires a notarial deed, a capital deposit at a Swiss bank, and registration with the cantonal Commercial Register Office. The process takes four to eight weeks. Foreign founders must often appear before the notary in person or provide a notarised power of attorney — adding time and cost. For most foreign investors, buying is the more practical choice.

Legal Forms Available to Foreign Owners

Swiss law offers several corporate vehicles. The three most relevant for foreign entrepreneurs are the AG, the GmbH and the branch office (Zweigniederlassung).

AG — Aktiengesellschaft (Corporation)

Minimum share capital: CHF 100'000 (at least 50% paid in at incorporation, i.e. CHF 50'000)
Shareholder anonymity: Shareholders are not published in the Commercial Register. Only board members appear publicly.
Number of shareholders: Minimum one (natural or legal person, any nationality)
Board of directors: Minimum one member, resident in Switzerland (Art. 718 para. 4 CO)
Best suited for: investors who value privacy, holding structures, and businesses with higher capitalisation

The AG is the preferred vehicle for foreign investors precisely because shareholder identities remain private. A nominee director fulfils the residency requirement while the foreign owner retains full economic control.

GmbH — Gesellschaft mit beschränkter Haftung (LLC)

Minimum share capital: CHF 20'000 (fully paid in)
Shareholder transparency: All shareholders and their capital contributions are published in the Commercial Register
Number of shareholders: Minimum one
Managing director: At least one must be resident in Switzerland (Art. 812 para. 3 CO)
Best suited for: smaller ventures, owner-operated businesses, partnerships where transparency is acceptable

The GmbH has lower capital requirements but offers less privacy. Every change in shareholder composition requires a Commercial Register amendment and a notarial deed.

Zweigniederlassung — Branch Office

A foreign company can register a Swiss branch instead of forming a separate legal entity. The branch has no independent legal personality — it operates as an extension of the parent company. Registration requires a Swiss representative with signatory authority and a registered address in Switzerland. A branch may suit businesses that want a Swiss commercial presence without creating a new corporate entity.

The Residency Requirement and How to Solve It

Swiss corporate law requires that at least one person with representation authority resides in Switzerland:

AG: At least one board member with individual signatory authority (Art. 718 para. 4 CO)
GmbH: At least one managing director with individual signatory authority (Art. 812 para. 3 CO)

"Resides in Switzerland" means domicile or habitual residence — a Swiss postal address and a valid residence permit (B, C, or L).

The Nominee Director Solution (VR-Mandat)

If no shareholder or partner lives in Switzerland, the standard solution is a nominee director. Mueller Treuhand offers a VR-Mandat: a qualified professional serves on the board or as managing director, fulfilling the residency condition. The nominee holds signatory authority as required by law, while the foreign owner retains control through the shareholder meeting and internal regulations.

The annual cost for a VR-Mandat typically ranges from CHF 2'000 to CHF 5'000, depending on the complexity of the company's activities and the level of involvement required.

Bank Account Opening for Foreign-Owned Companies

Opening a Swiss corporate bank account is the step that most foreign founders underestimate. Swiss banks apply strict anti-money-laundering (AML) rules under the Anti-Money Laundering Act (GwG/LBA), and foreign-owned entities face additional scrutiny.

Documents Typically Required

Certified copy of the shareholder's passport
Proof of residential address (utility bill or bank statement, not older than 3 months)
Business plan or description of intended activities
Source of funds documentation (bank statements, tax returns, sale contracts)
Extract from the Commercial Register (the bank obtains this directly for existing Swiss companies)
Completed KYC forms (bank-specific)

Which Banks Accept Foreign-Owned Companies?

Not every Swiss bank will open an account for a company with non-resident shareholders. The most receptive categories:

Cantonal banks (e.g. Zuger Kantonalbank): generally open to foreign-owned companies domiciled in their canton
Mid-tier banks (e.g. Hypothekarbank Lenzburg, Clientis): often more flexible than large banks for SME accounts
Large banks (UBS and successors): accept foreign-owned companies but require more documentation
Digital banks (e.g. Amnis, Alpian): faster onboarding, possible limitations on transaction volumes

Expect two to four weeks for account activation. Having a Swiss-resident board member significantly accelerates bank compliance.

Lex Koller: When It Applies and When It Does Not

The Lex Koller (BewG) restricts the acquisition of Swiss real estate by persons abroad. Foreign buyers sometimes worry that this law blocks company formation — it does not.

Lex Koller applies only to real estate. If your Swiss company does not own, acquire or lease residential property, Lex Koller is irrelevant. Commercial companies owned by foreigners — whether trading, consulting, technology or holding entities — face no restriction under this law.

The restriction becomes relevant only if the company's purpose includes acquiring Swiss residential real estate. In that case, a cantonal authorisation is required. For pure commercial activities, no Lex Koller filing is necessary.

Work Permits: What Foreign Owners Actually Need

Owning a Swiss company does not require a work permit. Attending board meetings, signing documents and exercising shareholder rights are not classified as gainful employment under Swiss immigration law.

A work permit is required only if you physically work in Switzerland on a regular basis:

B permit (residence permit): for persons relocating to Switzerland
C permit (settlement permit): for long-term residents
L permit (short-term residence): for temporary assignments up to 12 months
Cross-border commuter permit (G): for persons living in a neighbouring country and working in Switzerland

If you manage your Swiss company remotely from abroad, no Swiss permit is needed. The State Secretariat for Migration (SEM) provides detailed guidance on permit categories.

Tax Residency of the Company

A Swiss-registered company is not automatically subject to Swiss taxation. Corporate tax residency is determined by the place of effective management (Ort der tatsächlichen Verwaltung). If strategic decisions are made abroad — for example, if the sole director operates from London — Swiss tax authorities may consider the company tax-resident in the UK rather than Switzerland.

For companies that genuinely wish to benefit from Swiss taxation (cantonal rates range from approximately 11.9% in Zug to 21.6% in Geneva for combined federal/cantonal/municipal tax), the management must actually take place in Switzerland. This is another reason why a nominee director based in Zug, who holds regular board meetings and signs off on key decisions locally, adds substance beyond mere compliance.

Country-Specific Notes for Common Origins

Foreign clients of Mueller Treuhand come from a range of jurisdictions. Below are practical observations for the most frequent countries of origin.

Germany

No visa required, documents readily accepted by Swiss banks, geographic proximity makes notary visits straightforward. Many German entrepreneurs choose Zug or Zurich for favourable tax rates compared to German corporate tax (approx. 30%).

United Kingdom

Post-Brexit, UK nationals are third-country citizens for immigration purposes, but company ownership remains unrestricted. Bank account opening requires additional AML documentation. UK-qualified directors do not satisfy the Swiss residency requirement — a local nominee is necessary.

United States

US persons trigger FATCA reporting obligations for Swiss banks. This narrows the pool of willing banks but does not prevent account opening. An experienced trustee can identify FATCA-compliant banks and manage the reporting.

United Arab Emirates

UAE-based entrepreneurs frequently establish Swiss entities for European market access and banking credibility. Swiss banks require detailed source-of-funds documentation and a verifiable commercial track record.

Israel

Israeli entrepreneurs represent a growing segment of Swiss company buyers. The process is standard, though some banks apply enhanced due diligence. No special restrictions apply to Israeli nationals owning Swiss companies.

China

Chinese nationals face foreign exchange controls when transferring capital out of China (SAFE regulations). Swiss banks require proof that funds left China lawfully. Processing times for bank account opening are typically longer — plan for four to six weeks.

Costs Overview

The following table summarises the typical costs for a foreign national establishing a Swiss company through Mueller Treuhand.

Cost Item	AG	GmbH
Share capital (statutory minimum)	CHF 100'000	CHF 20'000
Formation/acquisition fee	CHF 5'000–12'000	CHF 4'000–8'000
Nominee director (VR-Mandat), annual	CHF 2'000–5'000	CHF 2'000–5'000
Registered office (Domizilservice), annual	CHF 1'500–3'000	CHF 1'500–3'000
Notary fees (new incorporation only)	CHF 1'500–3'000	CHF 1'200–2'500
Commercial Register fees	CHF 600–1'200	CHF 400–800
Bank account opening assistance	CHF 500–1'500	CHF 500–1'500
Annual accounting & tax filing	CHF 2'500–6'000	CHF 2'000–5'000

All amounts are indicative and exclude VAT (8.1%). The share capital is not a cost — it remains in the company as equity and is available for business operations after incorporation.

Timeline Comparison

Step	Buy Existing Company	New Incorporation
Initial consultation	Day 1	Day 1
Company selection / structure planning	Day 1–2	Week 1
Capital deposit at bank	Not needed (already done)	Week 2–4
Notary appointment	Not needed	Week 3–5
Share transfer / incorporation deed	Day 2–3	Week 4–6
Commercial Register mutation	Day 3–5	Week 5–8
Bank account opening	Week 1–3	Week 5–8
Fully operational	5–10 working days	6–10 weeks

For non-residents, buying a shelf company in Switzerland eliminates the bank capital deposit step (already completed), the notary visit, and the Commercial Register formation filing — cutting weeks off the timeline.

Frequently Asked Questions

Can a foreigner own 100% of a Swiss company?

Yes. There is no restriction on foreign ownership of shares in a Swiss AG or GmbH. A single foreign individual or entity can hold all shares. The Commercial Register (Zefix) does not record shareholder nationality for an AG. For a GmbH, shareholders are published, but nationality is not a criterion for ownership.

Do I need to visit Switzerland to form a company?

Not necessarily. If you buy an existing company, the share transfer can be executed by post or courier — no physical presence required. For a new incorporation, the notary typically expects at least one founder to appear, but this can be avoided through a notarised and apostilled power of attorney. Mueller Treuhand coordinates the entire process remotely for clients who cannot travel.

What is the cheapest way to start a company in Switzerland as a foreigner?

The most affordable route is acquiring a GmbH with CHF 20'000 share capital. The acquisition fee starts at approximately CHF 4'000, the registered office service at CHF 1'500 per year, and a nominee director at CHF 2'000 per year. Total first-year outlay: approximately CHF 27'500–30'000 including share capital.

Can I open a Swiss bank account without living in Switzerland?

Yes, but the process requires more documentation than for a resident. You will need a certified passport copy, proof of address, a business plan, and evidence of the source of funds. Having a Swiss-resident board member — such as a nominee from Mueller Treuhand — simplifies the compliance process significantly. Expect two to four weeks for account activation.

Is a Swiss company formation attractive for tax purposes?

Switzerland offers competitive corporate tax rates, particularly in cantons like Zug (effective rate approximately 11.9%), Nidwalden and Schwyz. However, the company must have genuine substance — real management activity, not merely a letterbox. If effective management sits abroad, the company risks being treated as tax-resident in the director's country. Proper structuring from the outset avoids this issue.

What happens if my nominee director resigns?

The company must appoint a replacement who meets the Swiss residency requirement. If the position remains vacant, the Commercial Register Office will set a deadline, and failure to comply can lead to dissolution proceedings. In practice, Mueller Treuhand contractually commits to providing a replacement or giving adequate notice, ensuring continuity.

Are there restricted industries for foreign-owned companies?

Most industries are open without restriction. Exceptions include banking (FINMA licence required), insurance (also FINMA), certain defence-related activities, and residential real estate (Lex Koller). For trading, consulting, technology, holding and logistics, foreign ownership presents no regulatory barrier. The German-language guide for foreign buyers of an AG covers industry-specific points in further detail.

Author: Nathan Mueller, Mueller Treuhand — Eidg. dipl. Treuhandexperte, Mueller Treuhand

Published: 10 April 2026 | Updated: 10 April 2026