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Old 09.10.2019, 12:33
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How to open a company in Switzerland?

I'd like to open a software company in Switzerland. We're two founders, I'm a Swiss citizen and my best friend who is founding it with me is American. We'd like it to be 90% 10% equity to start. How can I do that? anyone has information or pointers where to go?


My questions would be:
  1. Separate from trademarks, IP, website costs etc. What's the capital needed to open a company in two in Switzerland?
  2. What type of company should it be given that we are two founders and want a clear equity split up 90%, 10%?
  3. As a Swiss company, do we have any constraints selling our software product to US companies? e.g. comparing to selling from an US company?
Another alternative is to open the company in the US but it has some drawbacks as far I can tell:
  • Higher taxes.
  • Risk of getting trolled by Patent trolls which doesn't exist in Switzerland.
Any thoughts, pointers or help greatly appreciated!
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Old 09.10.2019, 13:20
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Re: How to open a company in Switzerland?

www.gruenden.ch

GmbH with 20'000 CHF. One puts in 18'000, the other one 2'000. Simple and can be done In a coupl of days. The biggest hurdle is actually to get the bank account.
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Old 09.10.2019, 13:30
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Re: How to open a company in Switzerland?

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www.gruenden.ch

GmbH with 20'000 CHF. One puts in 18'000, the other one 2'000. Simple and can be done In a coupl of days. The biggest hurdle is actually to get the bank account.


No it isn't as majpority sharegholder (90%) is Swiss, it's actually fairly easy.


Go pay and ask an accountant, it will be money very well spent ! Usually if you take the accountant for your company accountant they don't charge for advice.



I advise you take a Swiss fiduciary to submit your tax returns etc asa the authorities ask far less questions if the accounts are prepared and submitted by a professional rathe rthan yourselves. You will save money in the long run.
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Old 09.10.2019, 14:41
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Re: How to open a company in Switzerland?

Have a look at www.startups.ch

Tons of info here on types of company, capital requirements etc.
You can also get discounts on the incorporation costs if you sign up for some of the services, eg. Swisscom.

Good luck with it.
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Old 09.10.2019, 14:50
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Re: How to open a company in Switzerland?

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No it isn't as majpority sharegholder (90%) is Swiss, it's actually fairly easy.
Swiss resident?
PS: Any source for this?
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Old 09.10.2019, 14:51
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Re: How to open a company in Switzerland?

Starting your own business, information from the Swiss goverment

https://www.kmu.admin.ch/kmu/en/home...-business.html
https://www.kmu.admin.ch/kmu/en/home...-know-how.html
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Old 09.10.2019, 15:03
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Re: How to open a company in Switzerland?

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Have a look at www.startups.ch

Tons of info here on types of company, capital requirements etc.
You can also get discounts on the incorporation costs if you sign up for some of the services, eg. Swisscom.

Good luck with it.
Another vote for Startups. I used them 3 years ago for a GmbH and they made it so easy. I also got big discounts off their fee by using some sponsored services.
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Old 09.10.2019, 15:09
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Re: How to open a company in Switzerland?

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Swiss resident?
PS: Any source for this?

He does mention he's a Swiss citizen, but yes, tho be utterly precise, you need to be resident in Switzerland.


I thought a Swiss citizen setting up a Swiss company in Switzerland was fairly given that he would be resident here, but you are entirely right, their is a possibility that he would be resident elsewhere.
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Old 09.10.2019, 15:19
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Re: How to open a company in Switzerland?

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I thought a Swiss citizen setting up a Swiss company in Switzerland was fairly given that he would be resident here, but you are entirely right, their is a possibility that he would be resident elsewhere.
There is actually another possibility: He might not only be Swiss but US-American as well.
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Old 09.10.2019, 15:31
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Re: How to open a company in Switzerland?

Just a thought here. perhaps register the company in the sole name of the Swiss partner, with 100% of the shares. This will create no problems at all. Then when all is settled transfer (sell or give) 10% to the US partner.

Instead of the US partner putting up 10% share capital, you could make an agreement that he loans you the money which will be repaid by 10% of the shares in the new company within say, 60 days of incorporation.
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Old 09.10.2019, 15:45
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Re: How to open a company in Switzerland?

Hi everyone! Thank you so much for the pointers and help. Just to be precise: Iím Swiss citizen and Swiss resident and do not have US citizenship nor residence. My friend and co founder in the US is only US citizen and resident and no other nationalities.
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Old 09.10.2019, 15:47
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Re: How to open a company in Switzerland?

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There is actually another possibility: He might not only be Swiss but US-American as well.

He may even have Swiss/US and North Korean citizenships, we can split hairs for a long time but he does state he is Swiss and he's been here since 2012 and posted 299 times so at my own risk and peril, i will say he probably knows the difficulty that American citizens have here with banks.




Well look at that post just before mine....
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Old 09.10.2019, 15:53
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Re: How to open a company in Switzerland?

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Hi everyone! Thank you so much for the pointers and help. Just to be precise: Iím Swiss citizen and Swiss resident and do not have US citizenship nor residence. My friend and co founder in the US is only US citizen and resident and no other nationalities.
I guess the simplest way then is that he is only a shareholder and not a director. That might cause problems with the bank account.
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Old 09.10.2019, 16:25
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Re: How to open a company in Switzerland?

If you want a business account then check with your bank whether they'll give you one with an American on board, especially if he's going to be making payments.
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Old 09.10.2019, 17:56
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Re: How to open a company in Switzerland?

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If you want a business account then check with your bank whether they'll give you one with an American on board, especially if he's going to be making payments.

Actually this is spot on our situation. I am developing the software product which is almost done and he provides the financing so your comment is a really good heads up.


Would it work better if he is an "investor" who has 10% equity in the company then it's clean and clear, or?
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Old 09.10.2019, 18:01
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Re: How to open a company in Switzerland?

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Actually this is spot on our situation. I am developing the software product which is almost done and he provides the financing so your comment is a really good heads up.

Would it work better if he is an "investor" who has 10% equity in the company then it's clean and clear, or?
AFAIK if he has signature authority on any accounts with an equivalent balance of 10,000 USD on any day of the year, that information will need to be passed to Uncle Sam via the FBAR reporting system.
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Old 09.10.2019, 18:34
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Re: How to open a company in Switzerland?

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Actually this is spot on our situation. I am developing the software product which is almost done and he provides the financing so your comment is a really good heads up.


Would it work better if he is an "investor" who has 10% equity in the company then it's clean and clear, or?
That's something you'll have to discuss with your bank. I know a while back that most of the cantonal banks threw their US customers out and that was personal accounts. Each bank seems to handle the spectre of FACTA and it's banking implications differently so they're the only ones you can tell you for sure.
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Old 10.10.2019, 07:33
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Re: How to open a company in Switzerland?

You'd need to be a GmbH or AG and would need a Swiss resident as a director to be able to have a company here since you're not a Swiss resident yourself.

https://www.kmu.admin.ch/kmu/en/home...s-eu-efta.html

You'd also need CHF20,000 as starting capital for a GmbH

https://www.startups.ch/en/advices/legal-form

and CHF100,000 for an AG.

https://www.startups.ch/en/advices/legal-form
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Old 10.10.2019, 07:33
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Re: How to open a company in Switzerland?

Are you a Swiss resident?
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Old 10.10.2019, 13:33
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Re: How to open a company in Switzerland?

Several comments:

1. Legal form of company: a simple partnership could also be setup instead of a legal entity, such as a GmbH or AG.

2. Capital for a GmbH or AG: it can also be possible to buy an existing dormant legal entity instead of founding a new one. There are brokers in CH who specialize in this. Search on "gmbh mantel kaufen".

3. Bank account: many Swiss banks require the new accountholder to complete a form listing the beneficial owners of the legal entity. This is the K2 form that PostFinance uses:

https://www.postfinance.ch/content/d...1030_00_en.pdf
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