Setting up a Company in Switzerland

Setting up a company in Switzerland: what you actually need to know

Switzerland keeps showing up on "best places to incorporate" lists, and for once the reputation is mostly earned. Political stability, a predictable legal system, and access to the EU market without full membership. But there are decisions early on that shape everything afterward. Pick the wrong company form or overlook the residency rules and you lose months. Here is what the process actually looks like, based on what we see at Haab Legal every week.

SA or Sagl: which structure fits?

The two company forms that matter for most entrepreneurs are the SA (stock corporation) and the Sagl (limited liability company). Both are governed by the Swiss Code of Obligations and both offer limited liability. But they differ in ways that matter.

The SA (stock corporation)

Regulated under Art. 620 ff. CO. Minimum share capital is CHF 100,000, of which at least CHF 50,000 must be paid in at incorporation. Shareholders can remain anonymous (names do not appear in the Commercial Register). The trade-off: you need a board of directors, and the administrative overhead is heavier. The SA suits companies planning to raise capital or bring in multiple investors.

The Sagl (limited liability company)

The Sagl falls under Art. 772 ff. CO. Minimum capital is CHF 20,000, fully paid up at incorporation. Unlike the SA, all members are listed by name in the Commercial Register, so there is no anonymity. Governance is lighter and costs are lower. Most small and medium businesses in Switzerland go with the Sagl.

Quick comparison

	SA (stock corporation)	Sagl (limited liability company)
Minimum capital	CHF 100,000 (at least CHF 50,000 paid in)	CHF 20,000 (fully paid in)
Shareholder anonymity	Yes	No (members listed in Commercial Register)
Governance	Board of directors required	Simpler management structure
Formation cost (approx.)	CHF 2,000 to 5,000	CHF 1,000 to 3,000
Best for	Investors, larger ventures, capital raises	SMEs, owner-operators, startups

The notary requirement

Both the SA and the Sagl must be incorporated through a public deed. No notary, no company. The notary authenticates the articles of association, verifies the capital deposit, and confirms that all legal requirements are met before the company can enter the Commercial Register.

At Haab Legal, Atty. Roberto Haab holds a notarial patent and handles company formations directly. You do not need to coordinate between a lawyer and a separate notary's office.

Step by step: how the process works

The sequence is fairly standard:

1. Choose the company name

The name must be unique and not already registered. You can check availability through the Central Business Name Index (Zefix). For an SA, the name must include "SA" or "AG"; for a Sagl, it must include "Sagl" or "GmbH".

2. Draft the articles of association

These define the company's purpose, capital structure, share classes (for the SA), and governance rules. A poorly drafted set of articles creates problems down the line, so it is worth getting legal input here.

3. Deposit the share capital

Open a capital deposit account at a Swiss bank and deposit the required amount (CHF 20,000 for the Sagl, at least CHF 50,000 for the SA). The bank issues a confirmation that the funds are available.

4. Notarial deed and signing

The founders appear before the notary to execute the deed of incorporation. The notary checks identities, reviews the capital deposit confirmation, and authenticates the articles. Once signed, the company exists on paper.

5. Register with the Commercial Register

The application goes to the cantonal Commercial Register. Once entered, the company has legal personality and can operate. The bank releases the deposited capital into the company's regular account.

6. Additional registrations

You may also need to register for VAT (mandatory above CHF 100,000 annual revenue), social security contributions (AHV/AVS), and any activity-specific licenses.

The residency rule people overlook

Swiss law requires that at least one person authorized to represent the company be domiciled in Switzerland: a board member for the SA, a managing officer for the Sagl. If you are incorporating from abroad and do not yet have someone on the ground here, you need to solve this before the notary appointment.

Timeline: how long does it take?

With documents ready and capital deposited, the notarial deed can happen within days. The Commercial Register in Ticino typically processes entries in one to two weeks. Total: roughly two to four weeks for a straightforward formation. Delays usually come from bank account opening (which takes longer for foreign nationals) or incomplete paperwork.

Why Lugano?

Lugano is Switzerland's third financial centre after Zurich and Geneva. Milan is under an hour by train, Zurich about two hours. Italian is the working language, but business runs comfortably in German, English, and French as well.

Ticino's effective combined corporate tax rate (federal, cantonal, and communal) sits around 16%, lower than many Swiss cantons and well below most EU jurisdictions. The cantonal administration is smaller and more approachable than in Zurich or Geneva.

For entrepreneurs from Italy or Southern Europe, the cultural familiarity is obvious. Italian language and mentality, paired with Swiss legal infrastructure. People who have worked in both systems tend to appreciate that.

How Haab Legal can help

Our firm has handled company formations in Ticino for over 40 years. Atty. Roberto Haab, who is also a public notary, manages the entire process from articles of association through the notarial deed and Commercial Register filing. Atty. Roberto Haab advises on corporate structuring, governance, and ongoing compliance. We work in Italian, German, English, Spanish, and Russian.

If you are considering a company formation in Switzerland, get in touch with us in Lugano. Call +41 91 922 55 05 or write to info@haablegal.ch. We will look at your situation and tell you what makes sense.