Public Limited Companies - Switzerland

  • April 2025
  • Blog

The Public Limited Company (SA) in Switzerland: Characteristics and Tax Benefits​

In Switzerland the public limited companies (SA) represent the shape legal di capital company most used together with limited liability company (SAGL), since they offer numerous advantages even to small businesses in terms of responsibility and prescriptions on capital.

Characteristics and Constitution of the SA

SA is a form legal flexible that can be used for different purposes Business. In relation to thecorporate purpose In fact, whether it is trade, production, services, research or development, the SA offers a structured and professional basis for almost all types of companies.

Formally the public limited company was born with the registration in Commercial Register, preceded by thepublic act of constitution with the approval of the statutes, the selection of the Board of Directors and the request for verification of theAudit Office.

The establishment of a public limited company requires the presence of at least one shareholder, which can be either a natural person or legal, as well as one commercial company, and the initial contribution to the company of the share capital.

Il mandatory capital of the company must amount to at least CHF 100.000 of which at least half must be paid at the time of incorporation, even in foreign currency. The capital must be paid for at least 20% or covered in the form of a contribution in kind, but must amount to a minimum of CHF 50.000.

When creating a public limited company, the founder or founders must open a deposit account at a Bank where the money is poured capital of the company while waiting for registration in the Commercial Register. The funds they get stuck on the deposit account until the publication of the company's creation in Commercial Register; following the publication on Swiss Official Gazette of Commerce, funds are poured on the checking account of the company, and the deposit account is cancelled. The release funds by the Bank occurs upon presentation of an extract of the Commercial Register authenticated document proving the company's registration.

The company name can be chosen freely, respecting certain requirements regarding the business name, which must be accompanied by the acronym SA.

Responsibility and Corporate Aspects

Taking on the characteristics of the capital company, bonds of public limited company only the one answers social heritage; in case of failure, therefore, the personal heritage of the members cannot be attacked: the responsibility of shareholders it is limited to share capital.

One of the advantages of the SA is represented by the fact that the company shares (actions) are easily negotiated.

Within the company then the shareholder agreements They perform the function of regulating internal relationships when different parties participate in the enterprise.

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Tax Regime and Tax Benefits

Even from a point of view fiscal a distinction is usually made between private assets and corporate: the SA is a person legal and as such is subject to imposition separately like any other person.

The rate for companies carrying out commercial activities it is equal to 8,5% to which are added the cantonal taxes and municipal ones that vary greatly from place to place.

Also a significant advantage in opening a business in Switzerland is the possibility of deduct the costs related to company management, such as entertainment expenses, transport, cars, advertising, etc.

If the company registers a Useful, is subject to theprofit tax; if from theUseful also pay a dividend to the members, the latter are subject to income taxes private.

The same goes for the share capital: the company must pay thecapital tax for share capital, While the actions are subject to imposition as private assets ofshareholder.

To avoid forms of double taxation but, thanks to the corporate tax reforms, have been introduced partial impositions of the dividends by 60% of the private substance and 50% of the commercial substance for the shareholders, allowing for a leveling of thetax burden.

Structure and Organization of the SA

Al share capital as many members as wish may participate. actions may be made out to the bearer and/or in the name of the person; in this case the actions They bear the royal name of theshareholder, which must also be registered in the book of actions society.

  public limited companies must be represented by a person resident in Switzerland. This person must have access to the share register, to the list of holders of bearer shares announced, as well as to the list of beneficial owners. This requirement may be possessed by a member of the board of directors or from a CEO.

The bodies provided for by the public limited company are l 'general assembly, board of directors with at least one member and theaudit body, provided that it is not possible to waive the latter.

Il board of directors, appointed by theGeneral Assembly, is the constituent management and supervisory body of the SA. The names of the board members are published in the Commercial register. They are responsible for any damage caused by themselves through a wilful breach of obligations or through negligence.

Main Advantages of SA

I advantages The main advantages of SAs are represented by the greater guarantees of reliability and better public reputation compared to SAGLs (the SA enjoys a high level of acceptance by banks, and to investors and partner Business, which makes it easier to find capital and the relationships Business) from the anonymity regarding shareholders ed and to investors, ownership relationships are not public and no registration of the shareholders since Commercial Register, from the facilitated sale of the company, from the easy transfer of the actions, from the flexibility in terms of entry of new members, from the responsibility by the shareholders only for the share of capital, from social benefits (the shareholders, considered as employees are socially insured) from the interruption of progression fiscal through splitting of theUseful, By capital gains exempt from taxes, as well as the wide possibility in terms of deductibility of costs of corporate management.

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