Swiss Legal Framework for Company Domiciliation

1. OR/CO Art. 117 — Agency & Domiciliation

The Swiss Code of Obligations (Obligationenrecht, OR; SR 220) is the primary source of private law governing commercial relationships in Switzerland. Article 117 CO provides the legal basis for agency and representation relationships — the foundation upon which all Swiss domiciliation arrangements rest.

1.1 — The Mandate Relationship (OR Art. 394–406)

The domiciliation contract between VOZ and your company is governed by the mandate provisions of the Code of Obligations (Auftrag, OR Art. 394–406). These provisions define the rights and obligations of both parties with legal precision.

• Art. 396 OR — Scope of authority: VOZ's mandate is strictly scoped to address services — mail receipt, scanning, forwarding, and issuance of address certificates. VOZ does not hold general authority to act on behalf of client companies.
• Art. 398 OR — Duty of care (Sorgfaltspflicht): VOZ must exercise the care of a diligent agent (sorgfältige Ausführung), including timely mail processing and confidential handling of all received correspondence.
• Art. 400 OR — Duty to account: VOZ must provide account of all matters relating to the mandate on request — including records of received correspondence.
• Art. 404 OR — Termination: Either party may terminate the mandate at any time (subject to contractual notice period), reflecting the fundamentally revocable nature of the mandate.

1.2 — The Domiciliation Agreement as a Regulated Contract

Since the 2016 revision of the AMLA (GwG), domiciliation contracts in Switzerland are not merely private service agreements — they are regulated financial intermediary contracts subject to mandatory KYC and AML obligations under GwG Art. 2 para. 3 lit. e.

1.3 — Domicile vs Operational Address

Swiss law draws a precise distinction between two address concepts:

• Statutory seat (Sitz, OR Art. 56): The legal domicile entered in the commercial register. This is the address VOZ provides. It determines jurisdiction for Swiss litigation and applicable cantonal tax law.
• Operational address: Where the company's actual business activities are conducted. Can be anywhere in the world for companies without Swiss-based staff or operations.

2. HRegV — Commercial Register Requirements

The Handelsregisterverordnung (HRegV; SR 221.411) prescribes the documentation requirements for all commercial register entries in Switzerland. All 26 cantonal registers are governed by this federal ordinance, ensuring uniform standards across jurisdictions.

2.1 — Filing Requirements: GmbH (OR Art. 779–779e)

1. Notarially authenticated articles of association (Gesellschaftsvertrag), including: company name, statutory seat, purpose clause (Zweck), share capital structure, names of managing directors and signing authority
2. Written declaration of each managing director accepting appointment
3. Specimen signatures of all persons with signing authority
4. Capital deposit certificate (Einzahlungsbestätigung) from a Swiss bank confirming deposit of minimum CHF 20,000
5. Domiciliation agreement or proof of registered address in canton

2.2 — Filing Requirements: AG (OR Art. 629–634)

1. Notarially authenticated deed of incorporation (Gründungsurkunde)
2. Authenticated articles of association (Statuten)
3. Board resolution on share allotment
4. Capital deposit certificate confirming minimum CHF 50,000 paid-in (CHF 100,000 total subscribed)
5. Acceptance declarations of all board members
6. Auditor appointment — unless waived (Opting-out) for companies with fewer than 10 FTE

2.3 — HRAB Zug Processing Times

Switzerland introduced mandatory electronic commercial register filings (e-HR) effective 2021. HRAB Zug — Bahnhofstrasse 26, 6301 Zug — processes registrations for all Canton Zug companies.

Entries are published in the Swiss Official Gazette of Commerce (SHAB). The company legally exists from the date of SHAB publication. ZEFIX (Zentraler Firmenindex) at zefix.ch provides public access to all 26 cantonal registers.

2.4 — ZEFIX: What Is and Is Not Public

3. AMLA/GwG — Anti-Money Laundering Obligations

The Federal Act on Combating Money Laundering and Terrorist Financing (Geldwäschereigesetz, GwG; SR 955.0), originally enacted in 1997 and substantially revised in 2016, governs the AML obligations of Swiss financial intermediaries — a category that explicitly includes domiciliary agents.

3.1 — Core Obligations of VOZ as Financial Intermediary

• Art. 3 GwG — Duty to identify: Verification of the identity of all contracting parties using official identification documents.
• Art. 4 GwG — Beneficial owner identification (Wirtschaftlich Berechtigte): For corporate clients, VOZ must identify the ultimate individual(s) who own or control the company — typically anyone holding 25%+ of shares or voting rights.
• Art. 5 GwG — Renewal: If doubts arise about previously collected information, re-identification is required. Annual beneficial owner renewal is standard practice.
• Art. 6 GwG — Enhanced due diligence: Required for high-risk relationships — PEPs, high-risk jurisdictions, and complex ownership structures.
• Art. 9 GwG — Reporting obligation: If VOZ has reasonable grounds to suspect assets are connected to money laundering or terrorist financing, a report must be filed with MROS.
• Art. 7 GwG — Documentation: All KYC documents retained for minimum 10 years after termination.

3.2 — Required KYC Documents

4. GmbH — Legal Framework

The Gesellschaft mit beschränkter Haftung (GmbH) is governed by OR Art. 772–827. Introduced in modern form by the 2008 CO reform, the GmbH is Switzerland's most commonly used vehicle for SMEs and international founders.

4.1 — Managing Director Obligations

OR Art. 810 — Managing directors must: (a) manage with due care (Sorgfalt); (b) act in the company's interests; (c) maintain confidentiality; (d) comply with accounting, tax filing and register obligations.

OR Art. 812 — Directors are personally liable for damage caused by intentional or negligent breach. Liability is strict for: failure to declare insolvency (Überschuldungsanzeige), distributions from non-distributable reserves, and AMLA/GwG violations.

4.2 — Shareholder Rights

• OR Art. 800 — Information rights: Shareholders have a right to information and inspection at any time — broader than AG shareholders.
• OR Art. 801 — Distribution: Net profits distributed only after 5% allocation to statutory reserve (until reserve = 20% of share capital).
• OR Art. 785–786 — Quota transfer: Requires notarial authentication and approval by shareholders holding at least ¾ of share capital.

5. AG — Legal Framework

The Aktiengesellschaft (AG, société anonyme/SA) is Switzerland's capital company par excellence — used by large corporations, institutional holding structures, and venture-backed companies. Governed by OR Art. 620–763, substantially modernised by the 2023 OR reform.

5.1 — Three Mandatory Organs (OR Art. 698)

• General meeting (Generalversammlung): Supreme organ. Annual meeting required. Approves accounts, elects directors, declares dividends.
• Board of directors (Verwaltungsrat): Strategic oversight and legal representation. Minimum one member. At least one Swiss-resident member required.
• Auditors (Revisionsstelle): Mandatory unless waived (Opting-out) for companies below thresholds (<10 FTE, or unanimous shareholder waiver).

5.2 — The 2023 AG Reform

• Capital flexibility: Share capital can now be expressed in currencies other than CHF. Capital band (Kapitalband) introduced — board can increase/decrease capital within a pre-approved range.
• Electronic meetings: Virtual general meetings and electronic participation permitted under specific conditions.
• Bearer shares: Now prohibited unless the company is listed (2019 AMLA reform). All existing bearer shares must be converted to registered shares.
• Sustainability reporting: Required for large companies (CHF 20M balance sheet AND CHF 40M revenue AND 250+ FTE).

6. Swiss Director Residency — OR Art. 718

6.1 — Who Satisfies the Requirement

Any person who: (a) is legally domiciled in Switzerland (Wohnsitz — permanent residence, not merely physical presence); (b) holds a valid Swiss residence permit (B or C) or Swiss citizenship; and (c) holds at minimum joint signing authority (Kollektivunterschrift zu zweit).

6.2 — The VOZ Director Mandate

• Administrative only: The director satisfies the legal residency requirement and signs documents required by law. They do not participate in commercial decisions, strategy, or operations.
• Your control protected: You retain full authority over business operations, bank accounts, and strategy. The director cannot act beyond the defined mandate without your written authorisation.
• Replaceable at any time: A board resolution, register update, and agreement termination suffice to replace the VOZ director with any Swiss-resident individual you designate.

6.3 — Criminal Record Certificate (Führungszeugnis)

7. Canton Zug — Tax & Regulatory Environment

Canton Zug has the most competitive corporate tax environment in Switzerland. The effective corporate income tax rate (Gewinnsteuer) in Zug is among the lowest of all 26 cantons, making it the preferred domicile for holding companies, trading companies and international businesses.

Key features of Zug's regulatory environment:

• Effective corporate tax rate of approximately 11.9% (combined federal, cantonal and communal, Zug city, 2024)
• Participation exemption (Beteiligungsabzug) — dividends and capital gains from qualifying holdings taxed at near-zero effective rates
• No capital tax for holding companies at cantonal level under certain conditions
• Business-friendly cantonal administration — fast turnaround for commercial register filings (typically 5–10 business days)

Important: Tax treatment depends on your company's actual activities, structure and residency of management. A Zug address alone does not guarantee favourable tax treatment. Consult a qualified Swiss tax adviser for your specific situation.

8. OECD BEPS — Substance Requirements

Switzerland committed to the OECD BEPS project in 2013 and has implemented all four minimum standards. BEPS is essential context for any Swiss company making cross-border treaty claims or receiving passive income from foreign subsidiaries.

8.1 — Four Minimum Standards: Swiss Implementation

8.2 — Substance for Treaty Benefit Claims (PPT)

8.3 — OECD Pillar Two (GloBE) and Switzerland

Switzerland introduced a Qualified Domestic Minimum Top-up Tax (QDMTT) effective 1 January 2024 (constitutional amendment approved June 2023). Scope: groups with consolidated revenue exceeding EUR 750 million.

9. FINMA — Regulated Activities and Licensing

The Swiss Financial Market Supervisory Authority (FINMA) regulates banks, insurance, collective investment schemes, and stock exchanges. Most Swiss companies domiciled with VOZ do not require FINMA authorisation.

9.1 — Activities Requiring FINMA Licence

9.2 — Token Classification (FINMA Guidance 2018/02)

• Payment tokens (Bitcoin, Ether type): No FINMA licence required for commercial use.
• Utility tokens: Generally not subject to financial market law if granting service access only, with no profit-participation or repayment obligations.
• Asset/security tokens: Deemed securities (Effekten) under FinMIA — require full FINMA compliance.

9.3 — Typical VOZ Clients: No Licence Required

10. Data Protection — nDSG and GDPR

Switzerland's revised Federal Data Protection Act (nDSG; SR 235.1) came into force on 1 September 2023, modernising the 1992 framework and aligning substantially with EU GDPR standards while maintaining Switzerland's independent regulatory position.

10.1 — Key nDSG Requirements

• Expanded scope: Applies to all processing of personal data with a connection to Switzerland — including extraterritorially (effect principle).
• DPIA (Data Protection Impact Assessment): Required for high-risk processing — large-scale automated profiling, sensitive data categories.
• Privacy by Design and Default: Technical and organisational measures must be built into systems from the outset.
• Data Subject Rights: Right to information, access, rectification, deletion (conditional), and data portability (new in nDSG).
• Breach notification: Mandatory reporting to FDPIC without delay for high-risk breaches.
• Sanctions: Criminal penalties up to CHF 250,000 for intentional violations — imposed on individuals, not the company.

10.2 — GDPR Applicability and EU Adequacy

GDPR applies extraterritorially to Swiss companies that offer goods or services to EU/EEA data subjects, or monitor EU/EEA behaviour. Switzerland benefits from an EU adequacy decision (Commission Decision C(2000)2304), permitting data transfers from the EU to Switzerland without additional safeguards — a significant competitive advantage over most non-EU jurisdictions.

11. Domiciliation vs Real Office — Comparative Analysis

The choice between a domiciliation address, domiciliation combined with a Swiss-resident director, and a full operational office involves distinct legal, tax, and substance considerations.

13. Legal Definitions and Key Terms

A reference glossary of Swiss legal, regulatory, and tax terms used throughout this guide, referenced to their primary statutory source in the Swiss SR (Systematische Rechtssammlung).