Switzerland has become a magnet for entrepreneurs and crypto enthusiasts looking to establish their crypto companies due to its progressive regulations, political stability, and supportive financial ecosystem. Incorporating a crypto company in Switzerland is a streamlined process that provides credibility and legal recognition for your venture. In this SEO article, we will take you through a step-by-step guide on how to incorporate a crypto company in Switzerland, allowing you to navigate the process with ease and confidence.
Step 1: Define Your Business Structure
The first step in incorporating your crypto company is to determine the most suitable business structure. The most common options are a Swiss Limited Liability Company (GmbH) or a Stock Corporation (AG). Each structure has its benefits, with the GmbH being more popular for startups and small to medium-sized enterprises, while the AG is suitable for larger companies planning to attract significant investment capital or go public.
Step 2: Choose Your Company Name
Selecting a unique and distinguishable company name is crucial. Conduct a thorough search to ensure that your desired name is available and not already in use by another entity in Switzerland. It is advisable to consult the Swiss Commercial Register or seek professional assistance to verify name availability.
Step 3: Draft the Articles of Association
The Articles of Association outline the internal regulations and governance rules of your crypto company. Include essential details such as the company's purpose, share capital, management structure, and any specific provisions related to cryptocurrencies and blockchain activities.
Step 4: Appoint Directors and Officers
Appointing the company's directors and officers is a critical step. At least one director must be a Swiss resident or have a work permit in Switzerland. Ensure that the chosen individuals possess the necessary qualifications and experience to lead your crypto venture successfully.
Step 5: Notarize the Articles of Association
The Articles of Association must be notarized by a Swiss notary public. This step ensures the legal validity of the document and its compliance with Swiss regulations.
Step 6: Open a Bank Account
Choose a reputable Swiss bank to open a corporate bank account for your crypto company. Swiss banks are known for their stability, security, and willingness to work with crypto-related businesses.
Step 7: Register with the Swiss Commercial Register
File the required documents, including the notarized Articles of Association, with the Swiss Commercial Register in the canton where your crypto company will be headquartered. The registration process is typically efficient and can be completed within a few weeks.
Step 8: Comply with Regulatory Requirements
As a crypto company in Switzerland, you must comply with applicable regulatory frameworks, including Anti-Money Laundering (AML) and Know Your Customer (KYC) procedures. Familiarize yourself with the obligations set forth by the Swiss Financial Market Supervisory Authority (FINMA) to ensure compliance.
Which entity to incorporate in Switzerland as a crypto company?
As a crypto company looking to incorporate in Switzerland, the choice of the most suitable entity depends on various factors, including the size of your company, funding requirements, long-term goals, governance structure, and regulatory considerations. The two most common entities for crypto companies in Switzerland are the Swiss Limited Liability Company (GmbH) and the Stock Corporation (AG). Let's explore the characteristics of each entity to help you make an informed decision:
Swiss Limited Liability Company (GmbH):
- Limited Liability: The GmbH offers limited liability protection to its shareholders, separating personal and business assets. This provides protection to the owners in case of business liabilities or financial difficulties.
- Flexibility: The GmbH is more flexible and less bureaucratic compared to the AG. It is well-suited for startups and small to medium-sized crypto companies that require a streamlined incorporation process.
- Lower Capital Requirements: The minimum share capital required for a GmbH is CHF 20,000, making it more accessible for startups with limited initial funding.
- Limited Access to Capital Markets: Unlike the AG, which can issue shares publicly and access capital markets more easily, the GmbH has limitations in raising funds through public offerings. If you plan to attract significant investment capital through public fundraising, the AG might be more appropriate.
Stock Corporation (AG):
- Access to Capital Markets: The AG can issue shares publicly, allowing for easier access to capital markets and the ability to attract larger-scale investments from a wide range of investors.
- Credibility and Reputation: The AG is often perceived as more prestigious and credible, which can be advantageous when dealing with larger investors and clients.
- Ideal for Expansion: If your crypto company has plans for significant growth and expansion in the future, the AG can accommodate those ambitions more effectively.
- Higher Capital Requirements: The AG requires a minimum share capital of CHF 100,000, which might be a significant consideration for startups with limited initial funding.
- Increased Regulatory Requirements: The AG is subject to more stringent regulatory requirements compared to the GmbH. This can involve additional administrative and reporting responsibilities.
In conclusion, the decision to incorporate your crypto company as a Swiss GmbH or AG depends on your company's specific needs and growth objectives. If you are a startup or a small to medium-sized crypto company with limited initial funding and require more flexibility, the GmbH might be a suitable choice. On the other hand, if you have ambitious expansion plans, seek access to capital markets, and want to project a higher level of credibility, the AG could be the better option.
What should I incorporate if I want to issue a token in Switzerland?
If you want to issue a token in Switzerland, incorporating a Swiss association is generally the more suitable option. Swiss associations offer the flexibility and community engagement that align well with token issuance and governance for decentralized projects like a token-based platform or Decentralized Autonomous Organization (DAO). Here's why incorporating a Swiss association is commonly preferred for token issuance:
- Community Engagement: Swiss associations rely on their members for support, decision-making, and active participation. This is advantageous for token issuance, as it allows token holders to participate in voting and decision-making processes, promoting a more democratic and inclusive governance model.
- Flexibility: Associations offer a more flexible and adaptable governance structure compared to other legal entities. For token projects that require continuous updates, rapid decision-making, and changes in tokenomics, this flexibility can be highly beneficial.
- Membership Model: Associations often derive funding through membership fees, donations, and sponsorships. For token projects with an active and engaged community, funding through membership contributions can incentivize ongoing participation and financial support.
- Regulatory Compliance: While the token issuance space is rapidly evolving, Swiss associations provide a more straightforward and compliant approach to the legal framework. This helps ensure that your token project operates within the boundaries of Swiss regulations and maintains compliance with relevant laws, including those related to securities and anti-money laundering.
To learn more about Swiss association vs Swiss foundation please read Swiss Foundation vs. Swiss Association: Choosing the Ideal Legal Structure for Crypto Companies
Can I operate the business as a Swiss association or Swiss foundation or do I need another Swiss entity?
Yes, you can operate your business as a Swiss association or Swiss foundation, and in many cases, either of these entities can be sufficient for running a business, including crypto-related ventures. Both Swiss associations and Swiss foundations have legal recognition and can engage in various activities, subject to their respective purposes and objectives.
Here's how each entity can be utilized for operating a business:
- Swiss Association: A Swiss association is a legal entity commonly used for non-profit and community-driven initiatives. However, it can also be used for-profit activities, as long as the primary focus remains on achieving the association's objectives and promoting the interests of its members. If your business involves community-driven projects, engaging members in decision-making, and fostering a collaborative environment, a Swiss association can be an ideal choice. Swiss associations can derive funding from membership fees, donations, and sponsorships.
- Swiss Foundation: A Swiss foundation is typically established to pursue philanthropic, charitable, cultural, or social objectives. While the primary purpose of a foundation is non-profit activities, it can also engage in commercial activities if they are directly linked to achieving its charitable mission. If your business has a strong focus on social impact, charitable initiatives, or community development within the crypto space, a Swiss foundation can be suitable. Foundations often rely on donations, endowments, and grants for funding.
It's important to note that the choice of entity depends on the nature and goals of your business. While both Swiss associations and Swiss foundations can be utilized for commercial purposes, if your business primarily involves for-profit activities, you may also consider incorporating a Swiss Limited Liability Company (GmbH) or a Stock Corporation (AG). These entities are explicitly designed for business operations and offer more extensive access to capital markets and fundraising opportunities.
To learn more about Swiss association vs Swiss foundation please read Swiss Foundation vs. Swiss Association: Choosing the Ideal Legal Structure for Crypto Companies
Can I incorporate a Swiss entity even if I do not live in Switzerland? What is a Swiss nominee director?
In Switzerland, you need at least one of your directors to be residing in Switzerland in order to incorporate your entity. If none of your directors or founders live in Switzerland you can appoint a nominee director.
A nominee director is an individual or a corporate entity that is appointed to act as the director of the company on behalf of its beneficial owner(s). The nominee director's role is primarily administrative, and they may not be involved in the day-to-day operations or decision-making of the company. Instead, they act as a figurehead or a representative to fulfill legal requirements. You can find many service providers in Switzerland that offer this service to entities that want to incorporate here.
Here are some key points to consider regarding nominee directors in Switzerland:
- Local Representation: If you, as a non-resident, wish to set up a Swiss company but cannot be physically present as a director, a nominee director can be appointed to meet the local residency requirement for company directors.
- Legal Responsibilities: The nominee director has legal responsibilities as a company director, even if they are not actively involved in the company's operations. This means they must comply with the legal and regulatory obligations of a director under Swiss law.
- Power of Attorney: Typically, the nominee director will sign a Power of Attorney (POA) or a Nominee Director Agreement with the beneficial owner(s) of the company. The POA clarifies the limited scope of the nominee director's role and provides the beneficial owner(s) with the authority to make operational decisions.
- Confidentiality and Trust: The appointment of a nominee director may add an additional layer of confidentiality, as the name of the beneficial owner(s) can be kept private from public records. This could be advantageous in terms of privacy and asset protection.
- Due Diligence: When using a nominee director, it is crucial to conduct due diligence to ensure the individual or entity acting as the nominee is reliable and trustworthy. Choose a reputable nominee service provider or professional to avoid potential risks associated with nominee arrangements.
- Personal Liability: Although the nominee director may have a limited role, they still carry personal liability for their actions as a director. Therefore, it's essential to work with a nominee director who understands their responsibilities and complies with legal obligations.
- Substance Requirements: While a nominee director can fulfill the residency requirement, keep in mind that certain jurisdictions may have substance requirements, necessitating a certain level of local presence or activities to prevent companies from being considered "shell companies" for tax purposes.
It's crucial to approach the appointment of a nominee director with careful consideration and to seek advice from a Swiss legal professional or corporate services provider experienced in company formation. They can help you understand the legal implications, ensure compliance with regulations, and guide you through the process of setting up a Swiss company with a nominee director if it aligns with your business needs.
Will a bank let me deposit the capital amount to incorporate a Swiss entity as a crypto business?
When incorporating a company in Switzerland, you will need to deposit the required capital amount into a Swiss bank account. The specific steps for depositing the capital amount may vary based on the type of company you are incorporating (e.g., GmbH or AG) and the bank's procedures. Here's a general outline of how to deposit the capital amount:
- Choose a Bank: Select a Swiss bank where you want to open an account for your company. Research different banks to find one that suits your needs, offers the services you require, and has reasonable fees.
- Contact the Bank: Get in touch with the chosen bank to inquire about their account opening process and the documentation required to open a corporate account for your company.
- Provide Documentation: Prepare the necessary documentation to open the corporate bank account. This typically includes:
- Certificate of incorporation or registration of your company.
- Company bylaws or articles of association.
- Identification documents of the company directors and shareholders.
- Proof of the source of funds for the capital amount.
- Bank Account Opening: Follow the bank's procedures for opening a corporate bank account. This might involve completing application forms and providing the required documentation.
- Transfer Capital Amount: Once the corporate bank account is opened, you will need to transfer the required capital amount into the account. The bank will provide you with the necessary details, such as the account number and IBAN, for the transfer.
- Verification and Confirmation: The bank will verify the capital deposit and confirm that the required capital amount is available in the company's bank account. This confirmation is essential for the official registration of your company.
- Complete Company Registration: With the capital amount deposited and verified, you can proceed with the official registration of your company with the relevant Swiss authorities.
- Capital Release: After the company is officially registered, the capital amount can be released for use in the company's operations as specified in the company bylaws or articles of association.
It's crucial to ensure compliance with all legal and regulatory requirements while incorporating your company and depositing the capital amount. If you are unsure about the process or have specific questions, consider seeking assistance from a legal advisor or a professional with expertise in Swiss company formation to guide you through the process smoothly.
When incorporating a Swiss entity should I also get a Swiss VAT number?
Yes, when incorporating a company in Switzerland, you should consider obtaining a Swiss VAT number if your company will engage in taxable activities subject to Value Added Tax (VAT). Registering for a VAT number is a crucial step for businesses that are required to charge VAT on their sales and claim input tax deduction on their purchases.
Here are some key points to consider regarding obtaining a Swiss VAT number:
- VAT Threshold: Switzerland has a mandatory VAT registration threshold, which means that once your company's annual turnover exceeds this threshold, you are obligated to register for VAT. As of my last update in September 2021, the threshold for mandatory VAT registration in Switzerland was CHF 100,000 of annual turnover. However, please verify with Swiss tax authorities for any updates or changes.
- Voluntary VAT Registration: Even if your company's turnover does not exceed the mandatory threshold, you can still choose to register for VAT voluntarily. Voluntary VAT registration might be beneficial if you expect to make significant business purchases subject to VAT, as you can claim input tax deductions and potentially reduce your VAT costs and receive a reimbursement.
- VAT Collection and Reporting: Once you have a Swiss VAT number, you will need to charge the appropriate VAT rate on your sales to customers. Additionally, you will be required to report your VAT transactions to the Swiss tax authorities periodically (usually on a quarterly basis) and remit the VAT collected.
- VAT Rates: Switzerland has different VAT rates for various goods and services, including a standard rate and reduced rates. It's essential to understand which goods or services your company offers and the applicable VAT rates for accurate invoicing and reporting.
- International Trade: If your company engages in cross-border transactions within the European Union (EU) or other countries, there may be specific VAT rules and requirements that you need to comply with. VAT regulations can be complex in international trade, so it's advisable to seek guidance from tax professionals or experts in this area.
Registering for a Swiss VAT number is a significant step for your company's tax compliance. It's essential to understand the VAT regulations, obligations, and benefits specific to your business activities. Consulting with a tax advisor or reaching out to the Swiss tax authorities directly will help you navigate the process of obtaining a Swiss VAT number and ensure that your company complies with all VAT-related requirements.
How long does incorporating a Swiss entity take?
The time it takes to incorporate a Swiss entity can vary depending on several factors, including the type of legal structure chosen (GmbH or AG), the complexity of the business, the completeness of the documentation provided, and the efficiency of the registration process. On average, the incorporation process can take anywhere from a few weeks to a couple of months.
Here's a general timeline of the steps involved:
- Preparation and Documentation (2-3 days): The initial phase involves preparing all the necessary documentation, such as the Articles of Association, company bylaws, and required identification documents of the directors and shareholders. This step can take approximately 3 days, depending on how quickly the required documents are gathered.
- Capital Deposit (3-4 days): The capital amount needed for incorporation must be deposited into a bank account. This step usually takes 4 days, depending on the speed of the capital transfer.
- Notarization and Registration (2-4 weeks): The notarization and registration process with the Swiss commercial register can take 2 to 4 weeks, depending on the workload of the local authorities and the complexity of the application. This step involves notarizing the company's founding documents, submitting the required paperwork to the commercial register, and obtaining the official registration.
Overall, the entire process from the initial preparation to the official registration can take approximately 3 to 7 weeks. However, it's essential to note that this is just an estimate, and the timeline may vary depending on individual circumstances and any potential delays during the process.
To expedite the incorporation process, it's crucial to ensure that all required documentation is complete and accurate, and to work with experienced professionals who are familiar with Swiss company formation procedures. Seeking advice from legal advisors or corporate service providers can help streamline the process and ensure compliance with all relevant regulations.
How do I know when my Swiss entity has been incorporated?
You can visit Zefix, an online platform that provides access to the Swiss commercial register, where official information about Swiss companies is registered. It allows users to search and obtain various company details, including company names, legal forms, registered addresses, company representatives, and more.
If you have successfully incorporated your Swiss entity and it has been officially registered with the commercial register, you can access and verify the status of your company through Zefix. Here's how you can do it:
- Visit the Zefix Website: Go to the Zefix website (https://www.zefix.ch) to access the platform.
- Search for Your Company: Use the search function on Zefix to find your company. You can search by the company name, the company's commercial register number, or other identifying details.
- View Company Details: Once you have found your company in the search results, click on the company name to view its details. The information displayed will include the legal structure (e.g., GmbH or AG), the registered address, the date of incorporation, and the names of company representatives, among other details.
- Confirm Incorporation Status: If the company details are available on Zefix, it indicates that your Swiss entity has been successfully incorporated and is officially registered with the commercial register.
Incorporating your crypto business in Switzerland offers numerous advantages, including a favorable regulatory climate, access to reputable banking services, and a globally recognized business environment. By following the steps outlined in this guide, you can lay a solid foundation for your crypto venture in one of the world's most crypto-friendly jurisdictions. Remember to seek professional guidance to ensure compliance with all legal requirements, and your crypto business will be well-positioned for success in Switzerland.