Public limited companies in Switzerland

Société Anonyme Suisse
The public limited company is one of the most common legal forms in Switzerland. Particularly suited to medium-sized and large companies, it makes it easier to raise capital.

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What is a Société Anonyme in Switzerland?

What is a Société Anonyme?

In Switzerland, a public limited company is a joint-stock company, meaning that its capital is divided into shares.

The limited liability of shareholders, the capital structure and the ease with which shares can be transferred make the public limited company the most common type of company in Switzerland. It is used in all sectors and irrespective of company size, for small and large companies, operating or holding companies, listed or unlisted companies.

Advantages of Société Anonyme

Limitation of liability

The company is independent of its shareholders. Shareholders are not personally liable, and the Articles of Association can impose no obligation on them other than that of paying the amount set for the subscription of shares when they are issued.

It should be noted, however, that under Art. 754 para. 1 of the Swiss Code of Obligations, members of the Board of Directors and any other persons involved in the management or liquidation of the company are personally liable to the company, the individual shareholders and the company's creditors for any damage caused by an intentional or negligent breach of duty.

Shareholder anonymity

The SA, like the Sàrlcan have shareholders. However, it should be noted that the shareholders of a Société Anonyme will not have their names made public.

The ability to keep shareholders anonymous is a decisive factor when it comes to the setting up your company. In this case, the SA will appear more attractive than the Sàrl.

Free choice of name

The company name can be freely chosen, but must include the acronym "SA" at the end. The corporate name may contain the name of an individual, describe the company's actual activities or be a fanciful designation. However, it must not conflict with an already registered name of another entity, nor be misleading or contrary to the public interest.

Disadvantages of Société Anonyme

Substantial start-up capital

The company must have share capital of at least CHF 100,000. This is a substantial sum, and can be difficult to obtain. However, it can be built up in a variety of ways, which can make it more affordable to obtain. It is possible, for example, to make contributions in kind.

High management costs

Setting up a public limited company in Switzerland involves substantial management costs. You'll need to compile regular management reports of the company's financial and operational information.

You'll also need to hold a general meeting, elect auditors and so on. What's more, the costs of setting up a limited liability company are higher than those of a limited liability company, or even a limited liability partnership. sole proprietorship.

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How do I set up a limited company?

1. Choice of company name

The company name can be chosen freely, but must indicate that it is a public limited company (art. 950 CO).

If the company name reflects certain business activities, these must be in line with the company's articles of association. Once the company name has been chosen, it must be used exclusively; the company may not operate under a name other than that entered in the Commercial Register.

2. Determining capital

As mentioned above, a public limited company must have share capital of at least CHF 100,000.

The Articles of Association may provide for a higher share capital, but this must always be determined in advance. Share capital is divided into shares with a minimum par value of CHF 0.01, and must be paid up to at least 50%.

However, the capital contribution of a limited company will vary according to the company's objectives and plans.

3. Define the organs of the SA

A public limited company acts through its governing bodies. The company must therefore elect its governing bodies as follows:

The General Meeting is the supreme body of the company and elects the other two bodies. The Board of Directors is the executive body, while the auditors are responsible for checking the accuracy of the company's accounts.

4. Opening a consignment account

Next, you'll need to open the company's consignment account. This is the account into which the capital will be paid. For this, you'll need to choose a bank in Switzerland.

5. Drafting of deed of incorporation and articles of association

The articles of association regulate the company's internal procedures and operations. They must include the following elements:

As for theconstituent actThis is a legal document that testifies to the creation of the company. It must be authenticated by a notary in Switzerland.

6. Entry in the Commercial Register

The SA must then be listed on the Commercial Register. It should be noted that the registered office of a public limited company can be chosen freely.

For tax purposes, the place of management indicates the company's tax domicile. If the company does not have its actual registered office at the place entered in the Commercial Register, or if it has no registered office at all, a third party may make a registered office available to the company (company domiciliation).

7. Capital release

The next crucial step in setting up your Société Anonyme in Switzerland is to release the share capital.

8. Registration with the compensation fund

Next, you'll need to register the company's employees, as well as any shareholders receiving a salary, for the following social insurance schemes:

9. VAT registration

VAT is compulsory for companies with sales of CHF 100,000 or more. Until this figure is reached, VAT is not compulsory. Companies can therefore choose whether or not to be subject to VAT.

Frequently asked questions about Société Anonyme

To set up an AG in Switzerland, you need to follow the checklist below:

1. Choose a company name

2. Determine the amount of share capital

3. Define the organs of the SA

4. Open consignment account

5. Draw up the memorandum and articles of association

6. Register in the Commercial Register

7. Release capital

8. Register with the compensation fund

9. Check the company's VAT liability

A public limited company may be set up by one or more natural or legal persons, or by other commercial companies. The founders need not be Swiss citizens or residents. 

of the Board of Directors or one director with individual signing rights (or two with collective signing rights) must be domiciled in Switzerland.

For a public limited company, three mandatory bodies are provided for by law:

1. General meeting

2. Board of Directors

3. Auditors

Reductions in nominal share capital are in principle permitted, provided they do not exceed the minimum capital of CHF 100,000.