How long does the entire GmbH registration process take?

Typically 3–4 weeks: docs 2–3 days, bank and capital deposit 1–2 weeks, notarization 1 day, Commercial Register 7–10 business days. Post-registration (VAT/social security/tax) adds 1–2 weeks.

Can a foreigner be 100% owner of a Swiss GmbH?

Yes. Foreigners can own 100%. At least one managing director with Swiss residency and individual or joint signing authority is required.

Do I need to travel to Switzerland to register the company?

Not necessarily. You can grant a notarized and legalized (apostilled) power of attorney. However, many banks require in-person presence to open the capital deposit/corporate account.

Do I bear personal liability for the company's debts?

No. Liability is limited to the capital contribution. Directors may be personally liable for wrongful conduct (e.g., fraud or failing to file for bankruptcy when insolvent).

What documents are required from a foreign founder?

Certified passport, proof of address, source of funds, UBO declaration, and power of attorney if not present. Non-Swiss documents may need certified translation and apostille.

What is the UID and where to find it?

The UID is the unique company ID issued upon registration. It appears on the Commercial Register extract and is searchable on Zefix.

Are stamp duty and registry fees applicable?

Yes. Commercial Register fees are CHF 600–800. Federal stamp duty is 1% on share capital above CHF 1,000,000.

What are the ongoing compliance obligations after registration?

VAT returns, annual corporate tax filing, AHV/AVS contributions, accident insurance/pension for staff, annual financial statements, and audit if thresholds apply.

Can I change the registered office address after registration?

Yes. File the change with the Commercial Register. Moving to another canton changes tax jurisdiction. A shareholders’ resolution is required and the change is published in SHAB.

What happens if the resident director leaves the company?

Appoint a new Swiss-resident director with signing authority immediately and file with the Commercial Register. Until registered, operations and banking may be affected.

Can I operate a GmbH remotely from outside Switzerland?

Yes, if you have a Swiss-resident director and a genuine Swiss registered office. Remote operation can complicate banking and admin; a local fiduciary can help.

What are the tax implications of distributing dividends to foreign shareholders?

Dividends are subject to 35% Swiss withholding tax. Treaty relief/refund may reduce this; refunds typically take 6–12 months. Qualifying corporate holdings may use the notification procedure.

Can I convert a GmbH to an AG later?

Yes. Prepare a conversion plan, raise capital to CHF 100,000, amend Articles, and file with the Commercial Register. Typical timeline 4–6 weeks plus fees.

What are the consequences of failing to register for VAT when required?

The FTA can assess retroactive VAT on sales since threshold breach, add interest and penalties, and in severe cases pursue criminal proceedings.

Can I use a virtual office as the registered office for my GmbH?

Technically yes, but it can complicate incorporation and banking. Use a full-service domiciliation and be ready to evidence a genuine Swiss presence.

What are the requirements for holding shareholders' meetings?

Meetings may be in person, electronic, or by correspondence if Articles allow. Give proper notice (typically 10 days), approve accounts/dividends, and minute decisions.

18.12.2025

How to open a GmbH company in Switzerland: complete guide

From idea to Commercial Register entry — step-by-step instructions for foreign and local founders.

Taxes in Switzerland

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