General Information

The Swiss Confederation was founded in 1291 as a defensive alliance among three cantons. In succeeding years, other localities joined the original three. The Swiss Confederation secured its independence from the Holy Roman Empire in 1499. Switzerland's sovereignty and neutrality have long been honored by the major European powers, and the country was not involved in either of the two World Wars. The political and economic integration of Europe over the past half century, as well as Switzerland's role in many UN and international organizations, has strengthened Switzerland's ties with its neighbors. However, the country did not officially become a UN member until 2002. Switzerland remains active in many UN and international organizations but retains a strong commitment to neutrality.

The total area is 41.295 sq. km. On the north, Germany borders the country, to the west by France, on the south by Italy and on the east by Austria and Liechtenstein. Lake Constance and the Rhine form part of the northern border, with the Rhône, which rises in the central Swiss Alps, also forming part of the eastern boundary. The Jura Mountains form the west border, and Lake Geneva and the Italian Alps the south. The capital is located at Berne. Switzerland is divided in to 26 Cantons and every Canton and every community has a different taxation system.

The total estimated population is 7.250.000, with two thirds of the inhabitants living in the lowland parts of the country. The heaviest population concentrations are in the large industrial centres of Zürich, Basel and Geneva. The two dominant principles of the Swiss Constitution of 1874 are federalism and democracy. The constitution provides that the Cantons shall exercise all powers of government not delegated to the Federal Government. The three major sectors of the Swiss National Government are the Federal Council, the Federal Assembly and the Federal Tribunal. The executive body is the seven-man collegiate Federal Council, which is elected for a four-year term by the national legislature.

Switzerland is a peaceful, prosperous, and stable modern market economy with low unemployment, a highly skilled labor force, and a per capita GDP larger than that of the big Western European economies. The Swiss in recent years have brought their economic practices largely into conformity with the EU's to enhance their international competitiveness. Switzerland remains a safehaven for investors, because it has maintained a degree of bank secrecy and has kept up the franc's long-term external value. Reflecting the anemic economic conditions of Europe, GDP growth stagnated during the 2001-03 period, improved during 2004-05 to 1.8% annually and to 2.9% in 2006. Even so, unemployment has remained at less than half the EU average.

Switzerland is one of the most multilingual countries in Europe. German, French, Italian and Romansh, a Rhaeto-Romance offshoot of Latin, are the official languages in Switzerland. The local currency is the Swiss Franc (SFr). There are no exchange controls.

	The type of law is Civil Law, the principal corporate legislations are:
	Schweizerisches Obligationenrecht (Swiss Code of Obligations)
	Bundesgesetz über Schuldbetreibung und Konkurs (Swiss Federal law on Debt Collection and Bankruptcy)
	Bundesgesetz über die direkte Bundessteuer (Federal Law on Direct Taxation)
	Bundesgesetz über die Banken und Sparkassen (Swiss Federal Act on Banks and Savings Associations)
	Bundesgesetz über die Anlagefonds (Federal Act on open ended Investment Companies)
	Bundesgesetz über die Internationale Privatrecht (Federal Act on Private International Law)

Company Information

The types of company for international trade and investment are:

	Aktiengesellschaft (AG) - Stock Company
	Gesellschaft mit beschränkter Haftung (GmbH) - Limited Liability Company

The incorporation procedure consists of submission of the following documentation to the Commercial Register:

	Public Deed of Incorporation executed before a Notary Public
	Articles of Incorporation
	Confirmation by a Bank that the share capital is held in an account
	Consent to act forms signed by the proposed directors
	Declaration of the applicants

Application to the Commercial Register covering the above documentation, and including the notarised signature of the person appointed to represent the company

There are certain restrictions on trading: unless suitably licensed a company incorporated in Switzerland cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes or any other activity that would suggest an association with the banking or finance industries.

A company incorporated in Switzerland has the same powers as a natural person. The languages of legislation and corporate documents are the four official Swiss languages ( German, French, Italian, Romansh ), but foreign language translations can be obtained.

A registered office must be maintained in the Canton of incorporation. Owing to the costs associated with incorporation and the paid up share capital requirements, shelf companies are not available. Subject to the proposed name being approved by the Commercial Register, and the criteria for incorporation being strictly adhered to, a company may be established in about two weeks.

There are some name restrictions: a name that is identical or similar to an existing name, a major name that is known to exist elsewhere, a name that may imply government patronage. A name that in the opinion of the Registrar may be considered undesirable. The name of a body corporate or trust entity may use any language using the Latin alphabet, but the Public Registry may require a translation in to an official Swiss language. The following names require consent or a valid license: Bank, building society, savings, insurance, assurance, reinsurance, fund management, investment fund, Switzerland, state, country, municipality, principality, Red Cross and their foreign language equivalents.

	The following suffixes denote limited liability:
	Aktiengesellschaft - AG.
	Gesellschaft mit beschränkter Haftung - GmbH.

There is no disclosure of beneficial owners of AG's to authorities, but GmbH information is available in the commercial register. Bank character references on the beneficial owners must be provided to the local representatives/trust management company.

Compliance

Authorised and issued share capital:

	AG: This type of limited liability company has a minimum authorised share capital of SFr 100,000, of which all of it has, in practice, to be issued and fully paid up. When the share capital exceeds SFr 250,000 a capital duty of 1% is payable on the amount over SFr 250,000.
	GmbH: The minimum authorised capital is SFr 20,000 but the company does not have shares; instead, the owners' equity participation is registered in the Commercial Register. SFr 10,000 must be paid up on incorporation.

The following classes of shares are permitted:

	AG: Registered shares, bearer shares and preference shares.
	GmbH: Equity participations only.

The taxation of companies is generally very attractive, but the Cantons have preserved many of the rights they held as sovereign political bodies. Nevertheless, the constitution delegates considerable authority to the Federal Government, including the power to conclude treaties and alliances, to levy taxes and to regulate foreign trade. However, each Canton has its own taxation. There are many Cantons with favourable taxation levels and some Cantons with higher unemployment rates or small populations (mountain regions) have particularly low levels of taxation.

Double taxation agreements exist with: Australia, Austria, Belgium, Brazil, Canada, Denmark, Egypt, Finland, France, Germany, Great Britain, Greece, Hungary, Iceland, Indonesia, Ireland, Italy, Japan, Malaysia, The Netherlands, New Zealand, Norway, Pakistan, Portugal, Singapore, South Africa, South Korea, Spain, Sri Lanka, Sweden, Trinidad and Tobago and the USA.

Companies are required to keep financial records. Although there is no requirement to file financial statements at the Registry, they must be presented to the shareholders and filed with the tax authorities.

The minimum number of directors is one of one who must in this case be a Swiss citizen and resident in Switzerland. If more than one is appointed the majority must be Swiss citizens and resident in Switzerland. Corporate directors are not permitted. There is no requirement under Swiss Law for a company secretary to be appointed.
Minimum numbers of shareholders:

	AG: On incorporation the minimum number of shareholders is three.
	GmbH: On incorporation the minimum number of founders is two.