Can a Foreigner Open a Swiss Company?
Can a Foreigner Open a Swiss Company?
Yes — a foreigner can open a Swiss company. Switzerland does not restrict company ownership based on nationality. A non-Swiss national, including someone with no Swiss residence permit, can be the sole shareholder of a Swiss AG (Aktiengesellschaft) or GmbH (Gesellschaft mit beschränkter Haftung). However, certain structural requirements must be met before the company can be entered in the Commercial Register. This guide explains those requirements clearly, without oversimplification.
The Core Legal Requirement: Swiss-Resident Representation
The key constraint for foreign founders is found in Article 718 of the Swiss Code of Obligations (CO), which applies to the AG, and the equivalent provisions for the GmbH. The law requires that the company can be represented (i.e., have its correspondence received and sign documents) by a person who is domiciled in Switzerland.
For the AG specifically, at least one member of the board of directors who is authorised to sign on behalf of the company must be domiciled in Switzerland. For the GmbH, at least one managing director must be domiciled in Switzerland.
This does not mean you must live in Switzerland yourself. It means the company must have at least one Swiss-resident individual in its governance structure. This person can be:
- A co-founder who lives in Switzerland
- A professional nominee director provided by a fiduciary or corporate service provider
- A trusted individual resident in Switzerland (friend, business partner, lawyer)
What Qualifies as Swiss Domicile for a Director?
Swiss domicile for the resident director requirement means the person holds a valid Swiss residence permit (B, C, or L permit) or is a Swiss citizen. EU/EFTA nationals may establish Swiss domicile more easily due to the Agreement on the Free Movement of Persons, but they still need to formally register in a Swiss municipality. Simply crossing the border regularly is not sufficient.
EU vs Non-EU Founders: Practical Differences
EU and EFTA Nationals
Citizens of EU or EFTA member states have the right to establish Swiss residence and work in Switzerland under the bilateral agreements. If you are an EU national who wants to eventually live in Switzerland, establishing personal domicile is straightforward. If you want to remain abroad, you still need a Swiss-resident director for the company — EU nationality alone does not exempt you from Article 718 CO.
Non-EU / Non-EFTA Nationals
The situation is identical from a corporate law perspective. Non-EU nationals can own 100% of a Swiss company. The difference arises if you later want to physically work in Switzerland — you would need a work permit, which is subject to quotas and conditions. For pure holding structures or internationally-operating companies, this is rarely relevant.
Banking due diligence may be more extensive for certain nationalities, particularly those on FATF grey lists or in high-risk jurisdictions. This affects bank account opening, not the incorporation itself.
Required Documents for a Foreign Founder
Regardless of nationality, a foreign founder will need to provide the following as part of the KYC and incorporation process:
- Valid passport (certified copy in some cases)
- Proof of residential address (utility bill or bank statement, dated within 3 months)
- Beneficial owner declaration (BO form, required under Swiss anti-money laundering rules)
- Source of funds declaration (for the share capital contribution)
- Description of business activity
If the shareholder is itself a legal entity (e.g., a foreign holding company), a certified extract from the relevant foreign company register will also be required, along with documentation tracing ultimate beneficial ownership to the natural person level.
Share Capital Requirements
Switzerland requires paid-up share capital before the company can be registered:
- GmbH: Minimum CHF 20,000, fully paid up
- AG: Minimum CHF 100,000, with at least CHF 50,000 paid up at registration
The capital must be deposited in a Swiss bank account opened in the name of the company-in-formation. This is one of the practical challenges for non-residents: opening a Swiss bank account as a foreign national requires additional documentation and the bank’s approval. Some formation agents work with banking partners who facilitate this step. Alternatively, online banks and electronic money institutions (EMIs) may provide interim solutions.
The Registered Address Requirement
Before incorporation, you must have a Swiss registered address. This is separate from the director requirement. A domiciliation service provider — such as Virtual Office Zug — provides a legal registered address in Switzerland that satisfies the Commercial Register requirement. The address is recorded as the company’s official seat and all official correspondence is received there.
Typical Timeline for a Foreign Founder
Assuming all documents are in order and a resident director is arranged, the typical timeline for incorporating a Swiss GmbH or AG as a foreign national is:
- Week 1–2: KYC completion, domiciliation agreement signed, articles of association drafted
- Week 2–3: Capital blocking account opened, share capital deposited
- Week 3–4: Notarisation of incorporation deed
- Week 4–6: Commercial Register filing and publication in SHAB (Swiss Official Gazette of Commerce)
The total process typically takes 4 to 6 weeks from start to finish. Delays usually occur at the banking step (capital blocking account) or if documents require legalisation or apostille.
What You Can and Cannot Do as a Foreign Owner
Once the company is incorporated, you as a foreign shareholder can:
- Receive dividends from the company (subject to Swiss withholding tax of 35%, partially recoverable depending on your country of residence)
- Direct the company’s strategy as a shareholder
- Hold signing authority in combination with the resident director
- Sell or transfer your shares
You cannot, without a Swiss work permit:
- Physically work in Switzerland for the company
- Be the sole authorised signatory (if you are not resident in Switzerland)
Conclusion
Opening a Swiss company as a foreigner is entirely possible and legally straightforward, provided you meet the resident director requirement under Article 718 CO and have a Swiss registered address. The process requires proper documentation, a capital deposit, and a notarised deed — all of which are manageable with the right corporate service partner.
Set Up Your Swiss Company as a Non-Resident
Virtual Office Zug specialises in helping non-resident founders establish Swiss companies. We provide the registered address, assist with KYC documentation, and can connect you with licensed nominee director services and banking partners. The process is clear, compliant, and efficient.