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Switzerland


Switzerland

SWITZERLAND

HISTORY AND POLITICAL STRUCTURE

Switzerland is a landlocked, independent country strategically located at the heart of continental Western Europe and measuring 15,941 square miles. It is bordered on the west by France, on the north by Germany, on the east by Austria and the principality of Liechtenstein, and on the south by Italy.

The country lies at the center of Europe’s transalpine routes with two-thirds of its frontiers following the natural contours of mountain ridges, crests, lakes and rivers and with one quarter of its area consisting of scenic high Alps, lakes and barren rock.

The Swiss Alps are both the dividing line for and transform four distinct Central European climates into a single transitional climate. Because of the geographic diversity of the country rainfall varies dramatically from region to region with an annual average of 40 inches. The diversity of vegetation is testimony to the national variation in rainfall and climates. Communications and telecommunications are what can be expected from a modern industrialized nation with one of the highest standards of living in the world. Switzerland has a dense road and rail network with multiple connections to all 5 bordering countries and with several national airports providing direct and connecting flights to all major international destinations. The two most important are Zurich and Geneva (Cointrin).

The time-zone is as for the EU: GMT plus one hour in winter.

ECONOMY

Switzerland’s unique geographic location means that the country has been subjected to an unusual diversity of cul-
tural and linguistic influences. The 3 official languages German, French & Italian are the mother tongues of 64%, 20%
and 7% of the population respectively. The English language is widely used and spoken in business and professional
circles.

Switzerland has been described as a nation which has no unity of ethnic heritage, language or religion but which is
nonetheless united and prosperous. Although the culture could be described as a blend of German, French and Italian
influences the distinct ethnic strands represent a considerable obstacle to the emergence of any homogeneous cultural
identity.

 

The population stands at approximately 7.6m people (2009 estimate).

 

Switzerland is a federal state with 23 sovereign cantons and 3 semi-cantons (making 26 cantons in all). In addition there
are over 3,000 political communes (autonomous self-governing bodies endowed with legal personality). This complex
combination of multiple sovereign bodies is reflected in the Swiss legal and taxation system and has resulted in political
and administrative responsibilities being split between federal, cantonal and municipal levels of government.

The rights and duties of citizens and governing bodies are set out in the 123 articles of the Federal Constitution of 1848-1874. The principal federal organs of government are the Federal Assembly, the Federal Council and the Federal Supreme Court. The responsibilities of the Federal Government include the supervision of external & internal security, foreign & military affairs, transportation, forestry, water conservation, telecommunications, the monetary system, social security and the uniform administration of justice in areas of civil and criminal law.

Legislative power rests with the bicameral Federal Assembly comprising both a National Council consisting of 200 deputies elected every 4 years by a system of proportional representation and the Council of States in which each canton is represented by 2 deputies. Executive power is vested in the Federal Council, a 7-member board consisting of elected deputies each of whom presides over a federal department.

Although each canton elects and maintains its own magistracy for ordinary civil and criminal trials, ultimate judicial
power is vested in the Federal Supreme Court based in Lausanne. The Swiss Civil Code of 1912 has served as a model
for the administration of justice in many countries and has often been copied verbatim. The difficult task of creating
a uniform judicial system with so much diversity in the national structure has produced a large number of jurists of
international repute.

Switzerland is not a member of NATO or the European Union. It has a long historical tradition of neutrality. However, it is a member of the OECD, the WTO, and the European Free Trade Area (EFTA), and has acceded to large parts of the ‘acquis communautaire’, the body of EU law, particularly in areas connected with trade and the economy.
Swiss separateness is gradually yielding to globalisation. In 2002 the Swiss voted in favour of joining the United Nations in a referendum, and the country’s gradual progression towards EU membership seems ineluctable despite taxation problems. A first set of ‘bilateral agreements’ with the EU came into force on 1st June 2002, and a second set, signed in June, 2004, came into force in 2005.

In October, 2005, then Foreign Minister Micheline Calmy-Rey stated that Switzerland was determined to maintain a policy of “active cooperation” in Europe and rejected a purely defensive approach to the EU as counter to Swiss interests. Meanwhile, former Economy Minister Joseph Deiss told reporters after the meeting that the federal council “wants to keep all its options open,” on the issue of Europe. 

In considering its options in its relationship with the EU, Switzerland is expected to mull at least five choices, including: maintaining the status quo; pursuing a “consolidated bilateral route” which would strengthen institutional cooperation; advancing a multilateral form of cooperation; an EU ‘lite’ membership which would permanently exempt Switzerland from certain EU decisions; and full membership.

WHY CHOOSE SWITZERLAND WHEN STARTING A BUSINESS?

Switzerland’s well-known attractions as a home for money are based on its widely perceived safe-haven status which is a direct consequence of its iron-clad banking a secrecy provision, the ever-appreciating value of the Swiss Franc, and the country’s long history of neutrality which has kept Switzerland free of the ravages of war and has given it a political and economic stability unrivalled in continental Europe. More recently the country’s decision not to join the European Union has made it a major beneficiary of investment funds fleeing high taxation and the effective ending of banking confidentiality in the EU under the Savings Tax Directive.

The Savings Tax Directive applies in Switzerland through a separate agreement reached between the country and the EU, under which Switzerland applies a withholding tax (20% since July 1, 2008) to returns on savings paid to the citizens of EU Member States, and which in various other ways is less onerous than the original Directive.

Although bank interest and dividends are caught by the Directive, payments made by what are called ‘residual agents’
(including for instance trusts) are apparently excluded in the Swiss agreement, which is not the case in Member States.
In 2008, the authorities and the Swiss financial sector established a framework for the dialogue on the future direction
of Switzerland’s financial centre, which includes seeking improvements to the tax regime for hedge fund and private
equity managers.

While the substantive law of Switzerland is mostly federal, civil procedure law is cantonal. Each canton has its own code of civil procedure. The organisation of courts varies from one canton to another. However, some basic rules of civil procedure are applicable in all cantons.

As a rule, each canton’s procedural code provides for two court levels, the courts of first instance and the courts of appeal.

Most cantonal codes of civil procedure also provide for a court of cassation, which can cancel judgments issued by lower courts. Some civil procedure laws provide special courts for commercial, lease and labour conflicts.

The highest court of Switzerland is the Federal Supreme Court in Lausanne. The function of the Federal Supreme Court is to hear appeals of cantonal courts of the administrative rulings of the federal administration. The judges of the Federal Court are elected by the Federal Assembly for six-year terms.

The Federal Parliament formally enacts Swiss federal laws. Under the Federal Constitution, the cantons are given law-
making competence, unless a specific provision confers this power to the Federal Assembly. Areas of federal control
include matters of national interest such as defence and foreign affairs, fiscal policies, and rail and postal services.

Swiss law is primarily statutory law. Constitutional provisions take precedence over ordinary statutes and administrative regulations. Such statutory law can be found in the federal and cantonal corpus juris.

 

Decisions of a court are not binding on other courts.

 

The private law primarily comprises civil law and the law of obligations. Civil law, family law, estate and property law were codified at the federal level in the Swiss Civil Code in 1907.

The law of obligations covers contract law, unjust enrichment (quasi contracts), torts, partnerships, corporations and negotiable instruments. It was codified in the Swiss Code of Obligations in 1881. These laws are issued in German, French and Italian, but unofficial English translations are available.

Advantages of the Jurisdiction of Switzerland

 

The following are the advantages of starting a Business in Switzerland:

 

1. Competitive political and economic environment.

 

•   Easy system for establishing a company, practice-based corporate law

•   Efficient official procedures and favorable regulatory environment

•   Comprehensive protection of intellectual property

•   No anti-dumping law

 

2. Ideal strategic location.

 

•   Three of the four largest European markets and economies are neighboring countries of Switzerland

•   Communications and transport centrer between northern and southern Europe

3. High degree of international integration, solid relationship between Switzerland and Europe.

 

•   Strong business orientation towards exports; high level of direct investments abroad

•   European Union as Switzerland’s most important trading partner, relationships protected by broad-based, demo-
      cratically legitimized bilateral agreements

•   English as language of communication along with four national languages

 

4. First-class infrastructure, high quality of life.

 

•   Extensive network of road, rail and air connections

•   Reliable supply of energy, water and communications services

•   First-class healthcare system

•   Safe cities, undamaged environment

 

5. World-leading industry clusters.

 

•   Globally unique concentration of companies specializing in pharmaceuticals and life sciences

•   Important financial center

•   Market leader in the luxury watch industry

•   Globally important location for commodities trading despite scarcity of raw materials

•   Leading neutral location for headquarters of European organizations

 

6. Flexible labor market, high productivity.

 

•   Liberal labor law, employer-friendly regulations

•   Low unemployment, high labor force participation rate

•   Motivated, loyal and well educated workforce with good foreign language skills and above-average international
      experience

 

7. Moderate tax burden.

 

•   Tax rates which are able to compete with the rest of Europe

•   Low duties, levies and other charges

•   Attractive tax planning options

 

8. Efficient capital market, favorable conditions.

 

•   Wide range of banking and insurance products

•   Favorable interest terms

•   High degree of price stability and low inflation over the long term

 

9. Excellent educational institutions, leading center of innovation.

 

•   Practice-oriented basic education and training, universities and technical colleges that conduct world-renowned
      research, internationally prestigious private schools and boarding schools

•   Integration of research and business practice, participation in international research exchange

•   Support for putting innovation into practice

 

10. Professional support during the location process.

 

•   Competent advisory services

•   Support in establishing contacts and finding business properties

•   Tax relief and potential sources of financial assistance

Placing an order for the formation of a company

Switzerland is a ‘code’ country, and business entities are governed by the Civil Code. As in all civil law jurisdictions (The Swiss Civil Law of 1907 and the Obligation Law of 1911, which comprise the law on trading companies), formation and administration of companies tends to be considerably more bureaucratic than in common law jurisdictions. Although the Civil Code is at Federal Level, businesses are domiciled in a particular canton. Each canton maintains a Commercial Register (Registre de Commerce), and the mandatory entries in the Register of subscribers, directors, capital structure etc have strict legal force. The Register is a public document.

The formation of a Switzerland International Business Company can take place by using an order form which can be provided by the Registry Agent.

You can also buy a ready-made company from the list available. A ready-made company normally has an open configuration (its directors are not yet appointed and the shares are not yet issued). Therefore the final configuration of a shelf company is made at a later stage.

The Registry Agent will check the name availability of the company (whether there is no company under such name already). In Switzerland the law requires that all financial service providers know the identity of their client so the actual contact details must be indicated at the Registry Agent.   This information remains confidential.

 

Requirements for the Registration of an IBC

 

•   Director: Minimum of one Director. Corporations are permitted.

•   Secretary: A secretary is not required.

•   Shareholder: Minimum of one shareholder. Corporations are permitted.

•   Shareholders and Directors may be the same.

•   Shares & Capital: In Liechtenstein, there is minimum Authorized Share Capital, though the standard is for public
      corporation - Aktiengesellschaft is 100.000 CHF, 100 % should be paid by the moment of registration for enterprise
      - GmbH, and foundations - Stiftung is 20.000 CHF, 100 % should be paid by the moment of registration.

•   Name of the Company: Must end with one of the following suffixes: Limited or Ltd, Corporation or Corp, Incor-
      porated or Inc.

•   Company must have a registered office and a registered agent in Switzerland.

•   The registration of a GmbH company does require a local director which is provided by our associates in Switzer-
      land.

•   It is possible for a non local resident to maintain anonymity and control while managing the company in Switzer-
      land.

 

Required Documents to register the company:

 

•   Notarized copy of your Passport.

•   Notarized Copy of utility bill for address verification less than 3 months old

•   Application documents.

 

When all the details are confirmed and the payment for the relevant fees received, the Registry Agent will prepare the
Memorandum and the Article of Association of the new International Business Company. These will be filed with the
Registry of International Business Companies in Switzerland. There is no need to sign any statutory info, the initial
company formation documents are prepared and signed on your behalf by the Registered Agent always under the
procedures set by the Switzerland Civil Code (The Swiss Civil Law of 1907 and the Obligation Law of 1911, which
comprises the law on trading companies). The Registered agent will file the corporate documents of the company, will
pay the applicable registration fees and arrange for the documents to be submitted to the Switzerland Registrar of
companies for registration. All the relevant documents will be kept in the Registered Agents office.

 

Corporate documents of an IBC

 

•   Original certification of incorporation of IBC

•   Memorandum and article of Association

•   First minutes and Corporate Resolutions containing the appointment of directors, allocation of shares, share cer-
      tificates, copies if the Registry of Directors and the Registry of shareholders need them.

•   Share transfer forms, trust declarations, appointments of representative (power of attorney) and the Corporate
     
Seal.

Due to the fact that, Switzerland is a landlocked, independent country strategically located at the heart of continental Western Europe, it is considered as a country that with the best combinations to start a business.

 

GENERAL OVERVIEW

Location

East of France, South of Germany, North of Italy.

Time zone

Central Time Zone.

Population

7,300,000.

Capital

Berne.

Airport(s)

Zurich, Geneva, Basel, Lugano.

Language

German, French, Italian.

Currency

Swiss Franc.

Political system

Federal democracy.

International dialling code

+41.

Legal system

Civil (Roman) law.

Centre’s expertise

Finance, banking, fiduciary.

TAX

Personal income tax

Depending on canton.

Corporate income tax

Federal rate 8.5%; cantonal rates vary.

Exchange restrictions

No.

Tax treaties

Over 25.

SHARE CAPITAL

Permitted currencies

Swiss Franc.

Minimum authorised capital

Corporations: CHF 100,000.

Minimum share issue

CHF 50,000.

TYPE OF ENTITY

Shelf companies

No.

Timescale for new entities

10 days.

Incorporation fees

CHF 6,000.

Annual fees

CHF 6,000 director fees.

DIRECTORS

Minimum number

One.

Residency requirements

Yes. (One director or manager.)

Corporate directors

No.

Meetings/frequency

Minimum one per year.

SHAREHOLDERS

Disclosure

No.

Bearer shares

Yes.

Minimum number

One.

Public share registry

No.

Meetings / frequency

Minimum of one per year.

ACCOUNTS

Annual return

Yes.

Audit requirements

Yes. Depending on activity and number of employees.

OTHER

Registered office

Yes.

Domicile issues

No.

Company naming restrictions

Partial.

Partnership

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