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Old 23.08.2009, 14:52
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Setting up a Branch Office in Zurich

Hi there,

I'm currently a co-director of a small UK limited company specialising in web design and accessibility. I'm looking at the possibility of relocating to Switzerland, specifically Zurich (city).

I was wondering if anyone had any experience or advice about setting up a branch office in Zurich? I.e. the UK limited company will continue to operate with my co-director at the helm, and I would setup a branch of the UK company in Zurich, initially employing only myself.

I've seen a few things on the web that suggests this would be a good way to approach this rather than setting up a Swiss company, but the information is a bit thin on the ground and much of the stuff I've found seems to be outdated given the recent(ish) end to the transition arrangements for the freedom of movement of people from the old EU states, so I wondering if anyone could help!

Cheers,

Paul

Last edited by Scott; 23.08.2009 at 21:44. Reason: Removed commercial link
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Old 10.09.2009, 15:23
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Re: Setting up a Branch Office in Zurich

I have subscribed to this thread as I am also researching this subject; although I am interested specifically in Verbier rather than Zurich (Fench rather than German Canton, but may be similar?). If you find out anything anywhere else could you post the information back here? I'll do the same. Thanks.

Regards,

Colin
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Old 10.09.2009, 20:35
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Re: Setting up a Branch Office in Zurich

If you do a Google search for "Fribourg Development Agency" you'll find their tax publications (in English). From the one titled "Taxation of Companies": "An entry in the register of commerce is all that is required to establish a branch. Specifically, no withholding tax is imposed on the earnings of a branch that are transferred back to the foreign headquarters."

Similarly, from the "Geneva Tax and Legal Guide" (2005): "In general, no difference exists between the taxation of Swiss companies and that of Swiss branches of foreign companies."

My guess is that you will need a certificate of good standing from the UK gov't, the articles of incorporation (both translated), and an office address.

(Branch office registration is a separate issue, of course, from obtaining a visa!)

Last edited by jwalker46; 10.09.2009 at 20:40. Reason: addition
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Old 10.09.2009, 21:37
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Re: Setting up a Branch Office in Zurich

Advantage of branch office is that you need no capital and registration is simpler. However some business partners (vendors, customers, etc.) may be uncomfortable because there is no capital to attach in a dispute.

Also investigate VAT liability and possible dual taxation of the company.
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Old 11.09.2009, 14:55
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Re: Setting up a Branch Office in Zurich

You will need to register the UK Ltd in the commercial register (name: UK Ltd, Zurich branch).

You need to register the branch for Income and VAT pruposes, probably also for Quellensteur purposes/social security/AHV etc as you will be employed by the branch.

As for double taxation issues, see to it that you have proper branch accounts (BS and P&L) in order to avoid discussions with both Swiss TA and HMRS.

So setting up the branch is easier, for the rest a branch needs all the required registrations a company has

Etc, Etc,

Conclusion: get proper tax advice from a tax advisor.

Last edited by E. Neubauten; 11.09.2009 at 14:56. Reason: spelling
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Old 12.09.2009, 17:13
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Re: Setting up a Branch Office in Zurich

Zug is the best place to setup an office.

http://www.ft.com/cms/s/0/b4980624-7...077b07658.html
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Old 26.09.2009, 22:31
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Re: Setting up a Branch Office in Zurich

You can to find all info regarding to the branch registration in Zurich at http://www.hra.zh.ch/internet/ji/hra...kblaetter.html

Also, the best way is to contact some business agencies "treuhand" for expample www.govaccess.ch
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Old 26.09.2009, 22:39
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Re: Setting up a Branch Office in Zurich

If you decide for Zürich, you should talk to one of the notary offices there directly. They are very good and offer much advice for free. Many times it is not necessary to engage an adviser in Zürich because you get all the help you need from the Notary.
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Old 26.09.2009, 23:19
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Re: Setting up a Branch Office in Zurich

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You can to find all info regarding to the branch registration in Zurich at http://www.hra.zh.ch/internet/ji/hra...kblaetter.html

Also, the best way is to contact some business agencies "treuhand" for expample www.govaccess.ch
The paperwork for setting up a branch office is awesome!
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Old 27.09.2009, 00:00
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Re: Setting up a Branch Office in Zurich

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The paperwork for setting up a branch office is awesome!
It looks quite simple to me; less burdensome (and less costly) than a Swiss company.
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Old 27.09.2009, 15:57
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Re: Setting up a Branch Office in Zurich

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It looks quite simple to me; less burdensome (and less costly) than a Swiss company.
Yes, it is you don not need to spend a lot of money to pay for registration and to secure the registered capital (20.000,00 CHF) for the new swiss (GmbH) company. I am planing to do the same, I have registered Ltd in Cyprus (EU) and I would like to set up a branch of that company in Zug or in Lugano (I didn't decided).

Also, you don't need to rent a office you can use "registered office" service and to pay from 500 CHF - 1000 CHF per year through the "treuhand" agency. Also as EU/or non EU citizen employed as "General Manager/Executive" at the foreign branch you will get very easy B-permit (in this case u need to present a working contract in duration more than one year or permanent contract).
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Old 27.09.2009, 16:01
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Re: Setting up a Branch Office in Zurich

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Also, you don't need to rent a office you can use "registered office" service and to pay from 500 CHF - 1000 CHF per year through the "treuhand" agency.
Zoky, please post (or PM if you prefer) abou the "registered office" service; the ones I've found are unreasonably expensive, not in the range you cited. (Many thanks in advance for your help!)

I have also considered a CY company; it appears to be the most flexible of all EU states; good choice !
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Old 27.09.2009, 16:07
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Re: Setting up a Branch Office in Zurich

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Zoky, please post (or PM if you prefer) abou the "registered office" service; the ones I've found are unreasonably expensive, not in the range you cited. (Many thanks in advance for your help!)

I have also considered a CY company; it appears to be the most flexible of all EU states; good choice !
Yeah, tnx...I know...I will send you by PM all required info....should I sent to you info about the Cyprus (local) company?
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Old 27.09.2009, 16:09
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Re: Setting up a Branch Office in Zurich

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Yeah, tnx...I know...I will send you by PM all required info....should I sent to you info about the Cyprus (local) company?
PM sent; thanks for posting this info.
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Old 27.09.2009, 22:27
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Re: Setting up a Branch Office in Zurich

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Zoky, please post (or PM if you prefer) abou the "registered office" service; the ones I've found are unreasonably expensive, not in the range you cited. (Many thanks in advance for your help!)

I have also considered a CY company; it appears to be the most flexible of all EU states; good choice !
The "registered office" can be at your home address.
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Old 28.09.2009, 10:52
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Re: Setting up a Branch Office in Zurich

I would not advise to set up the registered office at your private address...It might be prohibited by your lease agreement, you should check this before.
You can use the facilities of a serviced offices providers such as Regus but they are expensive or of a fiduciary (Treuhand) company. They generally offer accounting services as well.

Registration of a foreign branch, you will need following docs :

- Certificate of Good Standing
- Certificate of Incorporation
- Resolution of the Board of Directors for opening a foreign branch in Switzerland;
- Resolution appointing a local representative person that will have powers to sign on behalf of the company and receive notices;
- Memorandum and articles of association.

All those documents needs to be legalised by a notary public and apostilled (La Haye convention). This can be organised by Companies House (UK) or by your local agent (Cyprus)...There are some fees associated with this.

If you are a EU citizen, you can set up shop in Switzerland easily but there is no guarantee that you will receive a working /residence permit straight away... It is to be negotiated with the Canton and it will much depend on the viability of your business plan...

The company (branch) needs to be registered to the VAT as well as to the AVS (social security)..etc.. Health insurance is private and you need to be covered by a Swiss insurance. You may obtain a coverage from your UK/Cyprus head office as an expat employee but you will have to check this out with the insurance as some refuse.

As to personnel income tax, you have to be careful as you may face double taxation issues... One for your activity in home country the other for Switzerland. you shall check this with your tax adviser.
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Old 29.09.2009, 20:53
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Re: Setting up a Branch Office in Zurich

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If you are a EU citizen, you can set up shop in Switzerland easily but there is no guarantee that you will receive a working /residence permit straight away... It is to be negotiated with the Canton and it will much depend on the viability of your business plan...
As an EU/EFTA citizen you have the same rights as Swiss national (Free movement of persons signed between the EU and CH from 2002). As non-EU citizen as Executive/Mag. Director of the foreign branch you are eligible to get the B-residence permit. Please read info regarding to the new swiss immigration law.

I agree that is not good option to have registered address of the company's branch on your home address, it is better to pay for this service to the treuhand agency.
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File Type: pdf New swiss Immigration law.pdf (88.6 KB, 1036 views)
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Old 29.09.2009, 20:58
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Re: Setting up a Branch Office in Zurich

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... I agree that is not good option to have registered address of the company's branch on your home address, it is better to pay for this service to the treuhand agency.
The landlord and neighbors would not object unless it generates excessive traffic, noise or other nuisance.
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Old 29.09.2009, 21:01
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Re: Setting up a Branch Office in Zurich

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....
Registration of a foreign branch, you will need following docs :

- Certificate of Good Standing
- Certificate of Incorporation
- Resolution of the Board of Directors for opening a foreign branch in Switzerland;
- Resolution appointing a local representative person that will have powers to sign on behalf of the company and receive notices;
- Memorandum and articles of association.

All those documents needs to be legalised by a notary public and apostilled (La Haye convention). This can be organised by Companies House (UK) or by your local agent (Cyprus)...There are some fees associated with this.

...
All these documents must be translated into the language of the Swiss Canton where you are registering. A qualified translator must do the translation.
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Old 29.09.2009, 21:33
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Re: Setting up a Branch Office in Zurich

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I would not advise to set up the registered office at your private address...It might be prohibited by your lease agreement, you should check this before.
You can use the facilities of a serviced offices providers such as Regus but they are expensive or of a fiduciary (Treuhand) company. They generally offer accounting services as well.

Registration of a foreign branch, you will need following docs :

- Certificate of Good Standing
- Certificate of Incorporation
- Resolution of the Board of Directors for opening a foreign branch in Switzerland;
- Resolution appointing a local representative person that will have powers to sign on behalf of the company and receive notices;
- Memorandum and articles of association.

All those documents needs to be legalised by a notary public and apostilled (La Haye convention). This can be organised by Companies House (UK) or by your local agent (Cyprus)...There are some fees associated with this.

If you are a EU citizen, you can set up shop in Switzerland easily but there is no guarantee that you will receive a working /residence permit straight away... It is to be negotiated with the Canton and it will much depend on the viability of your business plan...

The company (branch) needs to be registered to the VAT as well as to the AVS (social security)..etc.. Health insurance is private and you need to be covered by a Swiss insurance. You may obtain a coverage from your UK/Cyprus head office as an expat employee but you will have to check this out with the insurance as some refuse.

As to personnel income tax, you have to be careful as you may face double taxation issues... One for your activity in home country the other for Switzerland. you shall check this with your tax adviser.
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All these documents must be translated into the language of the Swiss Canton where you are registering. A qualified translator must do the translation.
Übersetzungen
Fremdsprachigen Belegen ist grundsätzlich eine beglaubigte Übersetzung beizufügen (Art. 20 Abs. 3
HRegV). Übersetzungen werden nur von dazu qualifizierten Übersetzern (z. B. amtliche Übersetzer,
diplomierte Dolmetscher) anerkannt.

Translations
Foreign-language documents should be generally a certified and translated (Article 20, paragraph 3
HRegV) only by qualified and recognized translators (eg, official translator,
qualified interpreters)...
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