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IBay Pro Shopping Mall E-Shop :: Companies Formation :: Switzerland :: Swiss Limited Liability Company Gesellschaft mit beschränkter Haftung in 14 days

Swiss Limited Liability Company Gesellschaft mit beschränkter Haftung in 14 days #SKU17468

Swiss Limited Liability Company Gesellschaft mit beschränkter Haftung in 14 days  A GmbH operates the same as a limited liability company (LLC).

For its establishment a minimum capital of CHF 20,000 is required, of which a minimum of CHF 10,000 must be paid in. There is a maximum capital requirement of CHF 2,000,000.

The main advatages of GmbH:
• No audit is required of GmbH annual accounts.
• No director is required. One manager must have Swiss residency, but can be of any nationality. There is no "Swiss majority" requirement.
• Two founders are needed to apply for incorporation.
• There are no restrictions on your company name (the uniqueness of your name must be verified by the Federal Commercial Register).
• Annual meetings can be held anywhere in the world.
• Double tax treaties with about 70 countries are honored.

Preliminary Tasks

The following tasks must be completed before moving forward with the incorporation process.
• Determine the company name and address. The address can be that of a virtual office, if no office space has been acquired.
• Request that the Federal Commercial Registry Office determine that your company name is unique.
• Apply at the Commercial Register office in your canton, defining the scope of your business.
• Appoint 2 founders.
• Draft Articles of Association - should describe the purpose and mission of your company, define share issues, voting rights, restrictions, and other rules.
o Open a capital deposit account at a registered Swiss bank. All deposits should be in Swiss Francs (CHF).
• Elect a Board of Directors.
• No director is required for a GmbH. One manager must have Swiss residency, but can be of any nationality. There is no "Swiss majority" requirement.
• Appoint auditors (optional).

Formation Meeting
A formation meeting must be attended by a notary public. The notary creates a public deed, which is signed and stamped once the following documents have been presented and authorized:
• Identification of the company's founders must be confirmed. Passports are acceptable proof of identity.
• Any authorized representatives of the company must present authenticated Power of Attorney agreements.
• Identification of these representatives must be confirmed. Passports are acceptable proof of identity.
• Articles of Association are read aloud by founders, representatives or the notary. The Articles of Association should describe not only the purpose and mission of your company, but also should define share issues, voting rights, restrictions, and other rules.

Federal Formation Tax Payment.
If the total amount of capital deposited is over CHF 250,000, a one-percent Federal Formation Tax, also known as a Stamp Duty, must be posted. This payment can come from capital monies.

Commercial Register Meeting.
The Board of Directors must meet with the canton Commercial Register to formally apply for incorporation. Once all documents have been authorized locally, the entire application package is submitted to the Federal Commercial Register. Upon final approval from this office, notification of incorporation is posted on its website. Online confirmation of this notification represents the official founding date of the company.

The following documents must be presented at the Commercial Register meeting.

Commercial Register application - The application must include details of the company and be signed by all authorized persons involved in the incorporation. In addition to the signatures on the application, "firm signatures" - which include the company name - must be presented on separate documents and authenticated.

Articles of Association and Public Deed - These must include the following information:
• Company name address
• Company purpose
• Amount of share capital
• Contributions, types, number and nominal amount of shares
• Calling of shareholders meeting
• Voting rights of shareholders
• Organs
• Notices

Board of Directors' and auditors' acceptance letters - If there are members of the Board and/or auditors who were not present at the initial formation meeting, their original letters of acceptance of their positions must be submitted as part of the application.

Minutes from Board of Directors' meeting - Minutes are necessary only if the Board of Directors was not established at the time the Articles of Association were notarized. Authenticated relevant excerpts from the minutes should include a list of names and types of signatory power of those elected.

Bank confirmation of the deposit of capital.

Stampa Declaration - This declaration confirms that all the contributions listed in the formation meeting documents are complete and accurate, and represent the entirety of the contributions.

Lex-Friedrich Declaration - If the company is comprised of founders or Board Directors not of Swiss origin, this declaration must be submitted. (Art. 18 para. 1,2 of the Federal Act And Ordinance Governing The Acquisition Of Real Estate By Persons Abroad)

Domicile Acceptance Statement - If your enterprise has not yet established offices, this statement verifies the address you are using currently as the company's address.

Asset Acquisitions Agreements - If your company was formed all or in part by contributions in kind or acquisitions of assets, this agreement establishes the authenticity of takeover balances and inventory lists.

Accurate, notarized translations of all documents in a foreign language must be a part of the Commercial Register package.



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