Swiss Legal Framework for Company Domiciliation

The Code of Obligations — Art. 117

The Swiss Code of Obligations (Obligationenrecht / Code des obligations) 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 domiciliation contracts are structured.

In the domiciliation context, this means your company — registered at our Zug address — is the contracting party for all purposes. VOZ acts as your address agent, not as a legal representative. We receive mail and provide address services; we do not act on your company's behalf or make decisions in its name.

The domiciliation contract between VOZ and your company is a service agreement under the rules of the Code of Obligations, specifically Articles 394–406 CO (Auftrag / mandate). The contract defines the scope of services, duration, fees and termination conditions.

Handelsregisterverordnung (HRegV)

The Ordinance on the Commercial Register (Handelsregisterverordnung, HRegV; SR 221.411) specifies the requirements for registering a company in the Swiss Commercial Register (Handelsregister). Among these requirements is the obligation to maintain a legal domicile (Sitz) in Switzerland — the address that appears on the register and on official correspondence.

A virtual office address — such as the one VOZ provides — fully satisfies the HRegV requirement for a statutory seat, provided the address is a genuine street address that can receive official correspondence, and the domicile provider maintains the relationship with a signed domiciliation agreement.

The Handelsregisteramt (HRAB) Zug, which registers companies in Canton Zug, accepts our address for all company types including GmbH (LLC), AG (SA), sole proprietorship (Einzelfirma) and branch offices.

Canton Zug — Regulations & Tax 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.

What Domiciliation Legally Means vs a Real Office

This distinction is critical for regulatory and tax substance purposes. Understanding the difference helps you make the right decision for your company.

OECD BEPS and substance requirements: For companies claiming Swiss tax treaty benefits or conducting international operations, regulators increasingly require genuine economic substance — employees, management presence, and decision-making — in the stated jurisdiction. A domiciliation address satisfies the registration requirement but may not satisfy substance tests. Seek qualified tax advice before relying on treaty benefits.