Note that the following relates to a Swiss corporation (Aktiengesellschaft: AG or Société Anonyme: SA).

Incorporators' Meeting

The incorporators' meeting must be held before a Swiss notary public; however, the incorporators may appoint a proxy (i.e. CSF) for such a meeting. At the meeting the incorporators adopt the articles of incorporation and elect the members of the board of directors and the auditors. All these resolutions must be embodied in a notarized deed of incorporation. This deed of incorporation confirms further that the incorporators have subscribed to all shares and have made their contributions to the share capital.


Filing with the Commercial Registry

After the incorporators' meeting, an application for registration of the corporation must be filed with the Office of the Commercial Registry at the corporation's domicile. This application sets forth the essential information relating to the corporation, information that will also be published in the Commercial Registry, and must be accompanied by the following documents: (i) the notarized deed of incorporation, (ii) a certified copy of the articles of incorporation, (iii) declarations of acceptance from the initial board members and auditors, (iv) a confirmation by a Swiss bank that the initial share capital has been paid-in, (v) a board resolution concerning the constitution of the board of directors and, if so decided, the appointment of officers.


Registration in the Commercial Registry

The corporation becomes a legal entity only upon its registration in the Commercial Registry. Notice of the registration is published in the Swiss Official Gazette of Commerce.


Time needed for Formation

The entire incorporation process normally takes approximately two weeks from the date of the incorporators' meeting, but may be shortened to around three to five business days upon consultation with the Office of the Commercial Registry.


Do you wish to proceed with the incorporation of your Swiss company? Simply follow our step-by-step guidance.