Structuring Ownership for International Investors in Switzerland
Switzerland offers international investors a stable legal environment, strong corporate framework and access to global markets. However, the way a Swiss company is owned can significantly affect governance, taxation and future investment opportunities.
A clear ownership structure should therefore be established from the beginning.
Choosing the Right Company Structure
International investors commonly choose between a GmbH and an AG. A GmbH requires CHF 20,000 in share capital, while an AG requires CHF 100,000, with at least CHF 50,000 generally paid in.
An AG can provide greater flexibility where new shareholders or future financing rounds are expected, while a GmbH may suit smaller ownership groups.
RB Swiss Group supports international investors with company formation in Switzerland. Official information on Swiss legal structures is also available through the Swiss SME Portal.
Direct Ownership or a Holding Structure?
Investors must decide whether shares should be owned personally or through another company. Direct ownership is generally simpler, while a holding structure can offer greater flexibility for managing multiple investments, introducing new shareholders or planning future transactions.
Cross-border taxation should also be considered, particularly regarding dividends, withholding tax and applicable double-taxation agreements.
Shareholder Rights and Beneficial Ownership
Ownership percentages are only part of the structure. Investors should also define voting rights, share-transfer restrictions, pre-emption rights and procedures for future capital increases.
International structures must remain transparent. Banks and authorities may require information identifying the ultimate beneficial owners and explaining the ownership chain, particularly where several jurisdictions are involved.
For banking requirements, RB Swiss Group can assist with opening a Swiss corporate bank account.
Swiss Governance Requirements
Foreign investors can own Swiss companies, but appropriate Swiss representation must be maintained. A GmbH must be represented by at least one person resident in Switzerland, while an AG must also have at least one Switzerland-resident person authorised to represent it.
Further guidance for international entrepreneurs is available from the Swiss government SME Portal.
Creating a Structure for Long-Term Growth
A strong ownership structure should accommodate future investors, financing rounds and potential exits. Establishing clear shareholder rights and governance rules early can help prevent disputes and make future changes easier to manage.
RB Swiss Group supports international investors with company formation, ownership structuring, banking and ongoing corporate administration in Switzerland.
Contact RB Swiss Group
RB Swiss Group GmbH
Blegistrasse 7, CH-6340 Baar
Phone: +41 41 410 61 61
Email: info@rbswiss.com
Web: RB Swiss Group