How to Set Up an Entity in Switzerland

Switzerland offers a stable, highly regulated environment for establishing a business entity, supported by a strong legal framework, a resilient economy, and an internationally respected financial system. For companies seeking a foothold in Europe, the country provides predictable governance, excellent infrastructure, and a skilled multilingual workforce that appeals to both regional and global operations.

The incorporation process in Switzerland is structured and transparent, though it involves several formal steps, including notarisation, capital deposits, registry filings, and coordination with cantonal authorities. Common challenges include meeting resident-director requirements, navigating cantonal tax variations, and ensuring full compliance with social security and employment regulations. In return, companies benefit from strong investor protection, operational autonomy, and the credibility that comes with operating in one of the world’s most stable jurisdictions.

Disclaimer: This content is for informational purposes only and does not constitute legal, tax, or financial advice. Always consult official sources before acting.

What does “opening an entity” mean in Switzerland?

Opening an entity in Switzerland means formally registering a business with the Swiss Commercial Register (Handelsregister / Registre du commerce) such that it becomes a legal person under Swiss law, with the capacity to operate, enter contracts, hire employees, and pay taxes locally. Common options include a private limited company (GmbH / Sàrl) or a public joint-stock corporation (AG / SA).

Entity overview in Switzerland

Here is a summary of the main entity types, registration authority, and core requirements for companies commonly used by foreign investors.

Step-by-step guide: How to open an entity in Switzerland

Step 1: Choose the right structure

The two most common options are a GmbH (Sàrl) (a private limited liability company) and an AG (SA) (a public joint-stock company).

• A GmbH suits small to medium-sized businesses, startups, or ventures where founders prefer simplicity and lower capital requirements. Shareholders’ liability is limited to their capital contribution
• An AG is appropriate for larger operations, businesses planning external investment or fundraising, or those needing flexibility for share transfers. It offers prestige and allows share transfers more easily, which can be attractive for growth or investors

Foreign investors commonly use GmbH for SME-scale operations and AG for larger or investment-oriented entities.

Step 2: Verify business name availability

You must check that your desired company name is unique via the official Swiss Commercial Register, through the nationwide search portal (e.g., via the official Zefix search system). The name must include the entity designation (e.g., “GmbH” or “AG/Sàrl/SA”) as appropriate.

If no identical name exists, you can reserve or proceed with incorporation, noting that the registry does not automatically assess risk of confusion with similar names.

Step 3: Prepare incorporation documents

Required documents typically include:

• Articles of Association (company charter) outlining purpose, share capital, shareholders, and governance
• Public deed of incorporation, signed and notarised by a Swiss notary
• Proof of capital deposit confirmation from a Swiss bank showing the required share capital has been deposited in a blocked account (for GmbH, full CHF 20,000; for AG, at least CHF 50,000 of CHF 100,000)
• Declaration of acceptance by directors (especially the locally resident director)
• Identification documents for all shareholders and directors (passport/ID) and proof of registered office (lease or address in Switzerland)
• Ultimate Beneficial Owner (UBO) declaration for transparency/AML compliance

Documents must be submitted in one of Switzerland’s official languages—German, French, or Italian—depending on the canton. Foreign-language documents may require translation and an apostille.

Step 4: Register with the Swiss Commercial Register

After notarisation and deposit of the share capital, the incorporation package is submitted to the relevant cantonal Commercial Register office, either electronically via the Swiss government’s EasyGov platform or by filing the documents directly with the registry. Once accepted, the entity is entered into the Commercial Register and receives a registration certificate and a unique company identification number (UID). Registration grants the company full legal personality.

For a GmbH, registration typically takes between 5 and 60 days, depending on the canton and the workload of the Commercial Register office.

Step 5: Register for tax and social security

Once registered, you must register the company with the federal tax authority (e.g., for VAT/UID) if your turnover exceeds the VAT threshold of CHF 100,000; otherwise, VAT registration is optional.

If you hire employees, you must register as an employer with the social security authorities so payroll and social contributions can be administered according to Swiss social law.

Step 6: Open a corporate bank account

You need to open a Swiss corporate bank account to deposit share capital and for ongoing operations. Swiss banks require KYC documentation (identity of shareholders/directors, business plan, proof of registration). For some sectors (e.g., crypto or fintech), banks may apply stricter AML/ compliance screening.

Delays of several weeks are common, especially where local directors or additional compliance checks are involved.

Step 7: Set up payroll and employment compliance

After obtaining employer registration, you can hire staff. You must use compliant employment contracts, register employees with social security, and handle payroll withholding for taxes and social contributions. Employment law, benefits, and insurance obligations apply as per the canton and federal rules.

Discover how Elemental Enzymes accelerated regulatory approvals and market entry with Deel.

Post-registration obligations

Once incorporated, Swiss companies are subject to ongoing compliance obligations:

• Tax and financial reporting: Submit corporate income tax returns at federal and cantonal levels; file VAT returns as required; maintain financial statements under Swiss accounting standards (or IFRS where relevant)
• Corporate registers: Maintain up-to-date records of directors, shareholders, and beneficial owners; report any changes to the Commercial Register as legally required (e.g., change of director, shareholding)
• Compliance tracking: Monitor deadlines for tax, social security, statutory filings, and (if applicable) licences.
• Licences and renewals: Some activities may require special permits or sector-specific licences (e.g., financial services, fintech, crypto under supervision by the financial regulator)
• Recordkeeping: Retain accounting, payroll, HR, and other transaction records for the period required by Swiss law (often 10 years).
• Employment law compliance: Ensure employment contracts, payroll, social security contributions, insurance, and labour regulations are observed continuously

Taxes and financial considerations

• Corporate income tax: Companies pay a combined federal, cantonal, and municipal tax on net profit; the federal rate is ~ 8.5%, with overall effective tax varying by canton
• VAT: Standard VAT rate is 8.1%; reduced rate 2.6% for certain goods/services; special rate 3.8% for lodging. The threshold for mandatory registration is CHF 100,000 in turnover; companies below that may register voluntarily
• Payroll/social contributions: Employers and employees must contribute to Swiss social security (old-age, disability, unemployment, etc.), with rates depending on the canton and employer/employee agreement
• Accounting standards: Companies must maintain accounts under Swiss GAAP or, if applicable, IFRS—particularly larger companies or those seeking external financing

Discover how Climate-KIC navigated complex restructuring with Deel.

Expand internationally with Deel

Whether you’re hiring through an EOR or establishing your own local entity, Deel’s all-in-one platform gives you everything you need to expand into the United Kingdom—quickly, compliantly, and with confidence. From market entry to ongoing operations, Deel helps you hire, onboard, and manage teams seamlessly from day one.

With Deel, you can:

• Test new regions using Deel’s local entities through our Employer of Record service—hire employees compliantly, delegate payroll and taxes, and access localized employment contracts.
• Open entities with Deel Entity Setup, where our team manages everything—from incorporation and tax registration to coordination with local experts.
• Centralize your compliance and records with Deel Entity Management, including automated filings, calendar reminders, and visibility across all entities.
• Integrate with Deel Payroll and Deel HR for compliant payments, benefits, and workforce oversight—all in one platform.

For companies transitioning from the EOR model to owned entities, Deel ensures a smooth handover and consistent compliance every step of the way. Enter new markets, onboard talent, and manage your global workforce—all through one unified platform.

FAQs

How long does it take to open an entity in Switzerland?
Typically between 2 and 8 weeks, depending on the canton and complexity. Find out how long setup takes with our Entity Setup Calculator.

What is the minimum capital required?
CHF 20,000 for a GmbH (fully paid-in) or CHF 100,000 for an AG (with at least CHF 50,000 paid-in at incorporation).

Can foreign companies own 100% of an entity in Switzerland?
Yes. Both GmbH and AG may be 100% foreign-owned.

Do I need a local director or representative?
Yes. At least one authorised director/resident signing partner must be resident in Switzerland.

How much does it cost to register an entity?
Setup costs typically range from CHF 1,000 to CHF 2,000, excluding share capital and notary fees; notary and bank charges may apply. Find out the setup cost with our Entity Setup Calculator.

Can I hire employees before the entity is fully registered?
Typically, no — you need employer registration and Swiss payroll setup before legally hiring staff. However, Deel’s Employer of Record (EOR) lets you hire and pay talent immediately while your entity setup is in progress.

Can Deel help me open an entity in [Switzerland?
Yes. Deel Entity Setup manages the end-to-end process — from registration to payroll compliance—in over 100 countries. Deel’s local experts handle documentation, filings, and legal requirements on your behalf.

Does Deel offer ongoing compliance and payroll support?

Yes. Deel offers both managed services and self-service tools to help you stay compliant.

If you’re using Deel Entity Management, Maintenance, EOR, or Payroll, our team handles payroll, benefits, filings, and compliance obligations on your behalf.

For teams managing their own entities, Deel Compliance Hub makes staying compliant simple by providing real-time regulatory updates, risk alerts, and workforce insights across 150+ countries. Proactively manage compliance with our Compliance Monitor, Workforce Insights, and an AI-powered Worker Classifier, staying ahead of changing employment laws.

Can I switch from Deel EOR to my own entity later?
Yes. Deel supports seamless transitions when you’re ready.