Doing Business in Switzerland
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Independent legal & accounting firms Doing Business in Switzerland Edition No. 1 / February 2019 Photo credit: Shutterstock MSI Global Alliance Doing business in Switzerland MSI’s guide on Doing Business in Switzerland provides current information about the financial, regulatory and legal considerations that could affect business dealings within Switzerland. For further assistance please contact our MSI member firms in Switzerland. Country overview Bern, Luzern, St Gallen and Lugano. agreements with the European Union, allowing to bridge the differences and to Population Currency protect its businesses. Switzerland is a Switzerland has a total population of The national currency is the Swiss Franc destination of choice for entrepreneurs 8.5 million inhabitants. (CHF). and companies, due to its tax attractiveness and the high flexibility of Government Economic summary its legal system. Despite its official name, the Helvetic GDP: CHF 659 billion Confederation is a federation of Income per capita: CHF 78,700 Setting up a business sovereign states named cantons. Inflation: 0.84% There are 26 cantons, and each of Switzerland represents a highly them is composed of many Main sectors of the economy competitive and innovative business municipalities. The Swiss economy is amongst the most environment. Swiss corporate law prosperous and developed in the world, provides a flexible and a wide range of Switzerland is governed at three despite the lack of raw material and options in designing business entities. If levels: federal, cantonal and access to sea. The unemployment rate is several individuals join together to municipal. The federal capital is structurally low (3.2% in 2017). establish a company, they are obliged to Bern. The economic capital of the Switzerland is a leading exporter and is adopt one of the legal forms as outlined country, also the core of the mostly focused on products and services by Swiss company law. The financial system, is Zurich. Geneva, with high added value. establishment or transfer of a company the second largest city in the country to Switzerland in a foreign legal form is with 202,527 inhabitants (September The political economy of Switzerland is therefore not permitted. Within the 2017), is home to numerous characterised by a non-interventionist permitted legal form, the founder/s have international organisations, NGO, liberalism, which leads to a defence of substantial freedom to structure the private banks and horology the free trade system and the absence of company's internal setup. manufacture. Geneva and Zürich are government-subsidized sectors, with the world-class cities. important exception of agriculture and Legal types of business entities transports. Personal companies: the focus is on the Federal law rules most of private personal commitment of the partners: law. In public and tax law, cantons Today, the main sectors of Swiss have a wide freedom of economy are in the tertiary sector 1. Simple Partnership organization, within the frame of (tourism, banks, raw material trade, 2. General Partnership federal law. The competence of the retail trade, media, engineering), even if 3. Limited Partnership municipalities is governed by the secondary sector remains strong cantonal law. Thus, applicable law in (chemical and pharmaceutical industries, Capital companies: the focus is on the Switzerland may vary from a canton precision mechanics and office capital investment of the shareholders: to another, and, in a less important machines, horology). measure, from a municipality to 4. Company Limited by Shares (AG) another. Non-EU and its impact on businesses and 5. Limited Liability Company (GmbH) investors Languages Switzerland is located in the middle of Other legal forms: The national languages are French, the European Union without being a German, Italian and Romansh member. It is a member of the European 6. Association depending on each canton. Free Trade Association (EFTA). 7. Foundation However, most people speak 8. Cooperation English, especially in the big cities Switzerland uses its central position to like Zurich, Geneva, Basel, Lausanne, set up a large number of bilateral Switzerland | 2 MSI Global Alliance The main characteristic of a capital Accounting and auditing company does not require an audit company is that it is an association of Every business is obliged to maintain (opting-out). persons with its own separate legal accounting records and to prepare a personality and independent of the balance sheet and income statement in Economic and fiscal incentives change of members. In contrast, the every calendar year (except in the year of As part of the regional policy, the Swiss personal company is characterized as an formation). Confederation supports efforts to association of certain mutually obligated strengthen the competitiveness of persons without an own separate legal There are different accounting standards individual regions and increase their personality. If a business entity has legal applicable to small, medium and large added value. Based on the Federal Act personality, the entrepreneur cannot be entities. Those accounting standards on Regional Policy, tax relief may be held liable for more than the sum it generally apply to all entities with the granted to industrial companies and contributed to the company’s capital. exception of the rules of small entities service providers with close production which apply to sole proprietorships and links. The Confederation is thus able to For internationally active business partnerships only, and as well to support the creation and realignment of entities, the company limited by shares associations and foundations not jobs in structurally weak regional (AG) and the limited liability company registered nor subject to audits. centres. (GmbH) are most commonly used. Both legal types of business entities may be Small entities with a turnover of less established by one or more natural than CHF 500k must prepare an income Taxation person(s) or legal entity or another and expense statement without the commercial enterprise. In addition, at need of preparing a balance sheet. The Swiss tax system is characterized by least one person with residence in However, they also must accrue for various levels of direct taxation: direct Switzerland must have legal capacity to income and expense allocation to the federal tax, cantonal tax and municipal act on the company's behalf without any respective accounting period. Micro- tax. Furthermore, the tax legislations in restrictions. The nominal capital must entities with a turnover of less than CHF the individual cantons are often very amount to at least CHF 100,000 for the 100k may prepare their income different from one another. Important company limited by shares and to at statement based on a pure cash basis. areas, such as the powers to set tax least CHF 20,000 for the limited liability rates and tax scales, continue to be company. Medium and larger entities are required exercised by the cantons. to prepare financial statements Furthermore, foreign companies may according to the standards as set out by In order to avoid a duplication of taxes, establish subsidiaries or branch offices the Swiss Code of Obligations (Swiss Switzerland has signed double taxation in Switzerland. The establishment of a GAAP). The financial statements include treaties with most industrialized nations subsidiary is chosen more frequently. also notes to the financial statements. (more than 100). These DTTs cover, in However, the subsidiary must be However, the accounting standards can particular, the following aspects of tax: established in accordance with Swiss also be based on any internationally company law and therefore in the form accepted standard (Swiss GAAP/FER, • exemption of profits from branches of one of the legal types of business IFRS or US-GAAP) and in any currency. in the partner nation; entities (see above). On the contrary, For tax purposes the financial • reclaiming of source taxes; legally, the branch remains part of the statements have to be prepared • taxation of royalties and license fee parent company as a whole. This legal according to Swiss GAAP, in CHF. The dependence and the lack of legal financial statements of non-listed Foreign business and property income is personality distinguish the branch from companies are only submitted to the tax generally exempt from tax in Switzerland the subsidiary in particular. Setting up a authorities and not open for disclosure. under progression proviso. subsidiary or branch is generally more time-consuming and requires more When is a statutory audit required? An documentation than when founding a ordinary audit is required when two of VAT new Swiss company. the following thresholds in two A VAT rate of 7.7% applies to most goods consecutive fiscal years are exceeded: and services. A reduced rate of 2.5% Financial year of taxes and applies to certain everyday consumer financial accounts 1. Annual turnover > CHF 40 million; goods such as foods, non-alcoholic Generally, the financial year is equal to 2. Total assets > CHF 20 million; beverages, books, newspapers, the calendar year. However, legal entities 3. Number of employees > 250 fulltime magazines and medicines. Overnight may determine a different financial year equivalent stays in hotels (incl. breakfast) are taxed for direct tax purposes. Corporate at a special rate of 3.7%. entities as well as Swiss branches of If the above requirements are not met, foreign entities are subject to the company is subject to a limited audit. corporation income and capital taxes. With less than 10 fulltime equivalents a Switzerland | 3 MSI Global Alliance Income tax qualifying dividends less related HR/ Labour Law Individuals are liable for direct federal administration and financing costs and tax levied on their income and for any depreciation of the participation that Employment law cantonal and municipal taxes levied both is linked to the dividend distribution. In An employment agreement may be on their income and their net wealth. As most cases, the participation exemption agreed for an indefinite or fixed period a matter of principle, partners in results in a full exemption of participation of time.