Company Filing Requirements in Switzerland

Legal requirement to file annual accounts

Those who operate a factory or any kind of commercial or industrial business is require by law to register in the Commercial Register. The register is open to public inspection and shows:

  • The name of the firm
  • Its legal form
  • Headquarters (domicile)
  • Branches and purpose
  • Owners, co-owners or managers
  • Authorised persons
  • Capital stock, if a corporation or an association with limited liability.

All companies required to register are obliged to keep commercial books and retain these for ten years. There are however, no particular obligations to publicise these documents except in the case of banks, private insurance firms, companies registered with stocks and bonds on the Swiss Exchanges and in the case of new stock creations. As companies in Switzerland file by canton it cannot be learnt how many companies are registered.

Company registration and licensing procedures

Request for registration is either oral and signed by the official partners, the managers or the administrators with the register's clerk. Or are written, with duly certified signatures. The required documents and information in the register vary depending on the corporate form. Documents must be drawn up in one of the official language used in the concerned canton.
Registration made in due form, is passed on the following day to the federal Office of the Companies Registrar which, upon approval, publishes it in the Swiss Official Business Sheet - FOSC.

Types of companies registered in Switzerland

Form Number of partners/shareholders Minimum and/or maximum capital Liability Release of financial documents
Private Limited Company.   Minimum 2 partners.   Minimum CHF 20,000. Maximum CHF 2 million.   Liability is limited up to the registered capital and not to the amount contributed.   No  
Public Limited Company.   Minimum 3 partners.   Minimum 100,000 CHF.   Liability is limited to the amount contributed.   Yes  
General partnership.   Minimum 2 partners.   No minimum capital.   Liability is unlimited.   No  
Limited partnership.   Two types of partners: active partners and sleeping partners.   No minimum capital.   Liability of active partners is unlimited. Liability of sleeping partners is limited to the amount contributed.   No  

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