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Old 18.10.2017, 00:40
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Setting up a Swiss subsidiary

At the end of the year I am moving back to Switzerland to head a swiss subsidiary of the US company I currently work for. We are slowly working out what needs to be done and contacting relevant attorneys, but trying to educate ourselves on necessary steps and costs before we get too deep.

A question has cropped up in regards to the address required to register the subsidiary. Our initial plan was just to use my future home address in Rolle, until such time as the subsidiary expands and would require physical office space. We have heard conflicting advice on whether this would be legal since the home address would not have a commercial license.

Similarly, we heard conflicting advice on whether the subsidiary would have to be registered in the same canton that I would work. I would be the Managing director and will live and work in Canton Vaud. Many of the agencies that can help setup a Swiss subsidiary only provide Domiciliation in select cantons like Zug and offer to have a legal managing director in that canton for a fee, but this is not something we are interested in.

We see there are a lot of virtual offices at various costs but really we just need to be able to legally register the company and don't need mail forwarding, phone lines etc. Also I don't know if there is a stigma attached to using a virtual office. We are setting up a subsidiary with the purpose of expanding operations throughout Europe and hope the company will become successful and expand once funding increases but we need to keep costs down while we get settled in a new market.

I've been doing as much research as I can but it is hard to find clear answer online. We will ultimately seek a Swiss attorney to ensure correct procedure but there is significant costs in simply inquiring about such formalities that I hope others here will be experienced in.
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Old 18.10.2017, 01:13
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Re: Setting up a Swiss subsidiary

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At the end of the year I am moving back to Switzerland to head a swiss subsidiary of the US company I currently work for. We are slowly working out what needs to be done and contacting relevant attorneys, but trying to educate ourselves on necessary steps and costs before we get too deep.

A question has cropped up in regards to the address required to register the subsidiary. Our initial plan was just to use my future home address in Rolle, until such time as the subsidiary expands and would require physical office space. We have heard conflicting advice on whether this would be legal since the home address would not have a commercial license.

Similarly, we heard conflicting advice on whether the subsidiary would have to be registered in the same canton that I would work. I would be the Managing director and will live and work in Canton Vaud. Many of the agencies that can help setup a Swiss subsidiary only provide Domiciliation in select cantons like Zug and offer to have a legal managing director in that canton for a fee, but this is not something we are interested in.

We see there are a lot of virtual offices at various costs but really we just need to be able to legally register the company and don't need mail forwarding, phone lines etc. Also I don't know if there is a stigma attached to using a virtual office. We are setting up a subsidiary with the purpose of expanding operations throughout Europe and hope the company will become successful and expand once funding increases but we need to keep costs down while we get settled in a new market.

I've been doing as much research as I can but it is hard to find clear answer online. We will ultimately seek a Swiss attorney to ensure correct procedure but there is significant costs in simply inquiring about such formalities that I hope others here will be experienced in.
You can register your business here in Vaud as an einzelfirma (sole trader).
Just find one or two with a similar business and copy their entries; much cheaper than hiring a lawyer!

If you want to have a limited company (GmbH or AG) then you need to sort that out before registering. Just select a bank, ask to open a business account and ask them to help you set up your company. That is usually the cheapest and best way. For example UBS here, not that I am recommending UBS!
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Old 18.10.2017, 01:29
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Re: Setting up a Swiss subsidiary

For simple incorporation (GmbH) and assuming you don't have lots of shipments, hazardous goods, exports into EU, etc. you likely can get away with using home address and you as MD in one-man show.
However, don't try to save too many pennies in beginning since could cost you big dollars later on. You mention expansion throughout Europe, mother company USA based, foreign subs, etc. It's really worth knowing impact of incorporation on how you own/manage subsidiaries, if you have transfer-pricing or tax optimisation potential, negotiation of Swiss subsidiary tax rate, etc. In that case being incorporated in Zug or Schwyz could have major advantages.
IMHO, I believe worth paying for some advice over what you'll get here on general public forum.
Welcome and good luck!
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Old 18.10.2017, 01:34
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Re: Setting up a Swiss subsidiary

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If you want to have a limited company (GmbH or AG) then you need to sort that out before registering. Just select a bank, ask to open a business account and ask them to help you set up your company. That is usually the cheapest and best way.
Suggest you also consider platform like startups.ch, you can get discounts and may be faster and much cheaper than via UBS or CS etc. who likely will steer you to external Treuhand or attorney.
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Old 18.10.2017, 01:45
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Re: Setting up a Swiss subsidiary

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For simple incorporation (GmbH) and assuming you don't have lots of shipments, hazardous goods, exports into EU, etc. you likely can get away with using home address and you as MD in one-man show.
However, don't try to save too many pennies in beginning since could cost you big dollars later on. You mention expansion throughout Europe, mother company USA based, foreign subs, etc. It's really worth knowing impact of incorporation on how you own/manage subsidiaries, if you have transfer-pricing or tax optimisation potential, negotiation of Swiss subsidiary tax rate, etc. In that case being incorporated in Zug or Schwyz could have major advantages.
IMHO, I believe worth paying for some advice over what you'll get here on general public forum.
Welcome and good luck!
"could cost you big dollars later on." Not really, set up in Vaud with your home address.

You can always move your company to a more tax friendly Kanton later if the savings will justify the change.
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Old 18.10.2017, 02:38
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Re: Setting up a Swiss subsidiary

If you don't need work permits, you can simply register a branch office of the US company, it is the cheapest option to get you going. Only difficult requirement is a certified translation of the company's M&A and cert of inc.
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Old 19.10.2017, 22:36
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Re: Setting up a Swiss subsidiary

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You can register your business here in Vaud as an einzelfirma (sole trader).
Just find one or two with a similar business and copy their entries; much cheaper than hiring a lawyer!

If you want to have a limited company (GmbH or AG) then you need to sort that out before registering. Just select a bank, ask to open a business account and ask them to help you set up your company. That is usually the cheapest and best way. For example UBS here, not that I am recommending UBS!


Thank you all for the useful replies.

A Sole trader wouldn't work for our company. We will need the US parent company to have significant censorship of the subsidiary and be able to let investors buy shares within the subsidiary. We already have several European investors interested but want us to have a stronger European focus.

I didn't think about using a Bank to found the company.Not sure if they would work out cheaper or offer advantages.

Quote:
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For simple incorporation (GmbH) and assuming you don't have lots of shipments, hazardous goods, exports into EU, etc. you likely can get away with using home address and you as MD in one-man show.
However, don't try to save too many pennies in beginning since could cost you big dollars later on. You mention expansion throughout Europe, mother company USA based, foreign subs, etc. It's really worth knowing impact of incorporation on how you own/manage subsidiaries, if you have transfer-pricing or tax optimisation potential, negotiation of Swiss subsidiary tax rate, etc. In that case being incorporated in Zug or Schwyz could have major advantages.
IMHO, I believe worth paying for some advice over what you'll get here on general public forum.
Welcome and good luck!
Our company is pretty simple, we are a data provider for vehicles, a bit like how you can get traffic updates from TomTom etc. in your car. So no physical or hazardous goods, just data and expertise. If we go with an attorney I will be sure to verify with them that it would be an option.

I definitely want to do this the right way and not save pennies just to loose dollar later. Our CEO is a little frugal though, and being a small startup its is not like we have money flowing freely.We want to keep costs low to begin with in order to test the markets. Based on how rapidly we can setup our services we might need to hire additional people and a physical office space would make sense then. A Virtual office was not a big cost, i just don't know if some companies might frown upon it.

We want to collect & distribute our data service throughout Europe, but wont need any additional locations. Being a startup we are not worried about taxes for the next year or 2 at least, that will be a nice problem to have in the future. Plus, even Canton Vaud has low taxes compared to many other countries.


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Suggest you also consider platform like startups.ch, you can get discounts and may be faster and much cheaper than via UBS or CS etc. who likely will steer you to external Treuhand or attorney.
Startups.ch was one of the first websites I came across and is probably our preferred option right now. Might cost $1500 compared to $6-10K from an attorney. I just worry that we might get a very barebones services that leaves some legal issues unresolved. We would probably want an attorney at some stage when we start recieivng investments and paying clients etc.


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"could cost you big dollars later on." Not really, set up in Vaud with your home address.

You can always move your company to a more tax friendly Kanton later if the savings will justify the change.
This is also my understanding. As i said we wont make a profit for a while anyway, so tax is not a concern. If we reach a point where profits are significant then we have deeper legal issues, e.g. profit sharing with the US parent company etc.
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Old 19.10.2017, 23:59
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Re: Setting up a Swiss subsidiary

Another question is in regards to the 100K required to setup a Public Limited company. Does this 100K have to be maintained for some time period, or can it effectively end up being my salary paid out monthly etc. This requirement is quite different to what we know of company foundation in the US and UK
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Old 20.10.2017, 01:36
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Re: Setting up a Swiss subsidiary

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Another question is in regards to the 100K required to setup a Public Limited company. Does this 100K have to be maintained for some time period, or can it effectively end up being my salary paid out monthly etc. This requirement is quite different to what we know of company foundation in the US and UK
The 100K can be spent on standard company expenditures; stock, equipment, staff, &&&
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Old 20.10.2017, 17:52
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Re: Setting up a Swiss subsidiary

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The 100K can be spent on standard company expenditures; stock, equipment, staff, &&&
Thanks, that is what I expected so is not an issue.
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