Doing business in Switzerland

Swiss commercial law is codified civil law, with company and employment rules mainly in the Code of Obligations. Companies are registered by cantonal commercial register offices, notaries record formations, and the Federal Tax Administration administers VAT and withholding tax while cantons assess profit taxes. FINMA supervises financial markets, the FDPIC oversees data protection, COMCO reviews mergers and the State Secretariat for Migration and cantonal offices handle work permits.

Key facts

Federal profit tax

8.5% (plus cantonal and communal tax)

Combined profit tax

About 11.66% to 20.54% by location

VAT

8.1% standard; 2.6% reduced; 3.8% accommodation

Main entity forms

GmbH (CHF 20,000) or AG (CHF 100,000)

Local representation

At least one Swiss-resident representative

Real estate

Foreign buyers generally need Lex Koller authorisation

Data protection

Revised FADP in force since 1 September 2023

New York Convention

In force since 30 August 1965

Most foreign investors use a GmbH or an AG. An AG is formed by notarised deed and comes into existence on entry in the cantonal commercial register. Every AG and GmbH needs at least one representative resident in Switzerland, which in practice is a key early decision for foreign-owned companies.

Key facts

• The AG needs CHF 100,000 share capital, of which at least CHF 50,000 must be paid in at formation; one shareholder is enough.

• The GmbH needs CHF 20,000 share capital, fully paid in, and suits smaller subsidiaries.

• At least one person authorised to represent the company must live in Switzerland; plan who this will be before formation.

• An AG exists only once registered; the GmbH must also keep a current list of 25% beneficial owners.

• Non-EU/EFTA founders who will work in the business need cantonal approval and a quota-limited L or B permit.

Who handles this in SwitzerlandCorporate & Entity ServicesLegal & Contracting

Companies pay an 8.5% federal profit tax plus cantonal and communal profit taxes, so the overall rate depends on location. VAT is 8.1% at the standard rate, and 35% withholding tax applies to dividends. Switzerland has implemented the Pillar Two domestic minimum tax and income inclusion rule.

Key facts

• Combined profit tax rates on pre-tax profit range from about 11.7% to 20.5% depending on canton and commune.

• VAT is 8.1% standard, 2.6% reduced and 3.8% for accommodation; liability starts at CHF 100,000 taxable turnover, including for foreign service providers.

• Dividends and bond and bank interest carry 35% withholding tax; non-resident relief depends on treaties and group notification procedures.

• Large groups are subject to the Swiss minimum top-up tax from 2024 and the income inclusion rule from 2025, with the first GloBE return due by 30 June 2026.

Who handles this in SwitzerlandTax & International Structuring · Michael SterchiAccounting, Reporting & Statutory Compliance · Michael Sterchi

Swiss employment law is mainly in the Code of Obligations and allows relatively short notice periods, with protection against dismissal during illness, pregnancy and service. Social security contributions are shared between employer and employee. Hiring from outside the EU/EFTA is limited to highly qualified staff under quotas.

Key facts

• Statutory notice runs from one to three months depending on years of service, with seven days during the trial period.

• Dismissals are barred for set periods during illness or injury and during pregnancy and 16 weeks after birth; wrongful dismissal can cost up to six months' salary.

• AHV/IV/EO contributions are 10.6% of salary, half deducted from the employee, before unemployment insurance and other schemes.

• Non-EU/EFTA hires must be highly qualified, with no suitable Swiss or EU/EFTA candidate and customary pay; EU/EFTA nationals benefit from free movement.

Who handles this in SwitzerlandEmployment, Payroll & Mobility · Michael Sterchi

Financial-market activity requires FINMA authorisation, and foreign acquisition of Swiss real estate is restricted under the Lex Koller and decided at cantonal level. Public tenders at all levels of government are published on simap.ch.

Key facts

• Banking, insurance, asset management, securities and FinTech activities need FINMA authorisation before starting.

• Foreign-controlled buyers generally need cantonal authorisation to buy Swiss real estate; check early whether an exemption applies.

• Public tenders are on simap.ch, and federal procurement rules contain conflict-of-interest and anti-corruption measures.

Who handles this in SwitzerlandGovernment & Regulatory Affairs

Banks and securities firms are authorised and supervised by FINMA, and non-bank financial intermediaries must join a recognised self-regulatory organisation for anti-money laundering purposes. Share capital for a new AG or GmbH is deposited before registration.

Key facts

• Only FINMA-authorised institutions may operate as banks or securities firms.

• Payment and other non-bank financial intermediaries must join a FINMA-recognised SRO and meet its due diligence rules.

• Formation capital can be released before Gazette publication only with an advance commercial register excerpt.

Who handles this in SwitzerlandBanking & Capital AccessPayments, Foreign Exchange & Settlement

Switzerland is outside the EU customs union and has abolished duties on industrial goods since 2024, though import VAT and other levies still apply. Preferences under free trade agreements depend on rules of origin.

Key facts

• Industrial goods have entered duty-free since 1 January 2024.

• Imports still bear import VAT and, where relevant, excise-type levies.

• FTA preferences need goods that meet origin rules and a valid proof of origin.

• The Federal Office for Customs and Border Security handles declarations, which are filed electronically.

Who handles this in SwitzerlandTrade, Customs & Supply Chain

The revised Federal Act on Data Protection has applied since 1 September 2023, enforced by the FDPIC, with criminal fines aimed at responsible individuals. Critical infrastructure operators must also report cyberattacks within 24 hours.

Key facts

• The revised FADP applies from 1 September 2023.

• The FDPIC can investigate and issue binding orders but cannot fine; fines of up to CHF 250,000 target responsible individuals.

• High-risk data breaches must be reported to the FDPIC.

• Transfers abroad are simplest to countries on the Federal Council adequacy list.

• Critical infrastructure operators report cyberattacks to the NCSC within 24 hours.

Who handles this in SwitzerlandTechnology, Data & Cyber

Trademarks, patents and designs are registered with the IPI, while copyright arises automatically. Switzerland belongs to the main international filing systems.

Key facts

• File Swiss trademarks, patents and designs with the IPI.

• Copyright needs no registration.

• International trademark and patent filings can use the Madrid and PCT systems.

• Switzerland is also party to the Paris, Berne and Hague treaties.

Who handles this in SwitzerlandIntellectual Property & Brand Protection

Mergers above turnover thresholds must be notified to COMCO and may not close during the review period. Investment screening and insolvency rules could not be confirmed on an official page.

Key facts

• Notification is mandatory at CHF 2 billion worldwide or CHF 500 million Swiss turnover combined, with at least two parties each at CHF 100 million in Switzerland.

• Phase 1 lasts one month; an in-depth investigation must finish within four months.

• Closing is suspended during review unless COMCO authorises earlier implementation.

Who handles this in SwitzerlandTransactions & Deals

Sanctions screening against SECO's list and anti-money laundering duties through self-regulatory organisations are the main confirmed compliance points. Anti-bribery and corporate criminal liability provisions could not be confirmed on an official page.

Key facts

• Screen counterparties against SECO's sanctions search and consolidated list.

• Non-bank financial intermediaries are supervised for AML through SROs that can penalise members.

• Federal procurement rules include measures against conflicts of interest and corruption.

Who handles this in SwitzerlandRisk, Compliance & Financial Integrity

Switzerland is a long-standing New York Convention state without the reciprocity reservation, and the Swiss Arbitration Centre administers arbitration under the Swiss Rules 2021 and offers mediation.

Key facts

• Foreign arbitral awards are enforceable under the New York Convention, in force since 1965.

• Institutional arbitration is available under the Swiss Rules 2021.

• Mediation is available through the Swiss Arbitration Centre.

Who handles this in SwitzerlandDisputes & Resolution