Best Investment & Business Structuring Lawyers in Switzerland

1. About Investment & Business Structuring Law in Switzerland

Investment and business structuring law in Switzerland covers the formation, reorganization, and governance of companies, as well as cross-border transactions and holding structures. It includes rules on corporate forms, capital requirements, shareholder rights, and disclosure obligations. The Swiss framework blends federal statutes with cantonal practices to address tax planning, regulatory compliance, and corporate transparency.

Key legal references include the Swiss Code of Obligations and sector-specific acts that regulate mergers, taxes, and anti-money laundering controls. In practice, entrepreneurs combine corporate law, tax planning, and regulatory compliance to structure groups efficiently while maintaining lawful operations. For a Switzerland-based plan, aligning with both federal and cantonal requirements is essential to avoid later restructuring costs.

For broader context on international standards that influence Swiss practice, global bodies such as the OECD and UNCTAD provide frameworks on BEPS, governance, and investment policy. These sources help explain why Switzerland emphasizes transparency, substance, and robust corporate governance in structuring decisions. OECD Switzerland and UNCTAD offer relevant country-level and policy considerations.

2. Why You May Need a Lawyer

• Setting up a Swiss AG or GmbH with foreign founders - You must satisfy capital requirements, notarization, and registration formalities. A lawyer ensures the articles of association, capital structure, and director appointments comply with the Swiss Code of Obligations and FusG (Merger Act) if future restructurings are planned.
• Planning a cross-border reorganization or merger - Intra-group reorganizations require precise share transfers, fiduciary approvals, and potential registration with the commercial register. A legal professional coordinates diligence, tax implications, and regulatory notifications to minimize disruption.
• Structuring a Swiss holding company for a multinational group - Holding structures must balance ownership, dividend outflows, and cantonal tax considerations. A lawyer helps design the group configuration to optimize governance and compliance across jurisdictions.
• Implementing anti-money laundering and beneficial ownership controls - The GwG requires customer due diligence and accurate reporting for many professional services and financial activities. A lawyer ensures policies align with AML obligations and the beneficial ownership register requirements.
• Drafting and negotiating shareholder agreements and management governance - Clear governance, transfer restrictions, deadlock resolution, and exit mechanisms prevent disputes in later stages and support smoother governance across cantons.
• Addressing tax and regulatory implications of cross-border activities - A Swiss attorney helps anticipate transfer pricing, withholding taxes, and VAT issues when funds move between Switzerland and other jurisdictions.

3. Local Laws Overview

Swiss Code of Obligations (Obligationenrecht, OR) - Governs corporate forms (AG, GmbH), capital requirements, shares, management, and dissolution. It is the primary framework for structuring companies, shareholder rights, and corporate governance in Switzerland.

Merger Act (Fusionsgesetz, FusG) - Regulates mergers, splits, consolidations, and conversions of Swiss entities. It prescribes procedures for approvals, publication requirements, and registration to effect restructurings within the Swiss legal system.

Anti-Money Laundering Act (Geldwäschereigesetz, GwG) - Establishes due-diligence and reporting obligations for financial intermediaries and certain professionals. It drives compliance programs for customer verification, ongoing monitoring, and suspicious activity reporting.

Value Added Tax Act (MWSTG) - Sets the framework for Switzerland's VAT regime, including registration thresholds, rates, and invoicing rules. The standard rate is currently 7.7 percent with reduced and special rates for specific supplies.

Switzerland periodically updates these areas to reflect BEPS alignment and greater transparency. For background on international standards that influence Swiss practice, see OECD and UNCTAD resources. OECD Switzerland and UNCTAD.

4. Frequently Asked Questions

What is the Swiss Code of Obligations and why does it matter for structuring?

The OR governs corporate formation, share capital, governance, and liability in Switzerland. It determines how an AG or GmbH must be organized and run, including board duties and shareholder rights. Knowing the OR helps you design compliant structures from the start.

How much capital is required to form an AG or GmbH in Switzerland?

An AG requires at least CHF 100,000 in share capital, with at least CHF 50,000 paid in upon incorporation. A GmbH requires at least CHF 20,000 in capital, all of which must be paid in. These thresholds guide early funding and capitalization planning.

When do I need to register for Swiss VAT and how is it triggered?

Registration is mandatory if taxable turnover exceeds CHF 100,000 per year. VAT is levied at standard, reduced, or special rates, and businesses must file periodic VAT returns. Planning for VAT helps avoid penalties and cash-flow issues.

Where can I find official steps for registering a company in Switzerland?

The commercial register governs company registration, with procedures varying by canton. A Swiss attorney can coordinate notary services, translations, and filings to ensure timely and accurate submission.

Why should I hire a Swiss corporate lawyer for cross-border restructurings?

A lawyer coordinates due diligence, tax implications, and regulatory notifications across jurisdictions. They help tailor a restructuring plan to minimize tax leakage and ensure compliance with FusG and the OR.

Can a non-Swiss resident own a Swiss company and work there?

Non-residents may own Swiss companies; however, work authorization may be required for active management or residency. An attorney can navigate permit processes and ensure the corporate structure remains compliant.

Should I prepare a comprehensive shareholder agreement at incorporation?

Yes. A well drafted agreement addresses transfers, deadlocks, voting rights, and exit provisions. It reduces later disputes and aligns founder expectations with corporate governance rules.

Do I need a local lawyer to navigate cantonal tax differences?

Yes. Tax treatment can vary by canton, affecting optimization and compliance. A local Swiss lawyer helps compare cantonal regimes and plan effective cross-border tax positions.

How long does a typical merger or acquisition process take in Switzerland?

Simple reorganizations may take several weeks, while complex mergers can span several months. The timeline depends on due diligence depth, regulatory approvals, and publication requirements.

Is there a difference between GmbH and AG for a holding company?

Yes. An AG is generally used for larger or externally financed groups, with higher capital requirements and more formal governance. A GmbH suits smaller, closely held holdings with simplified governance and lower capital needs.

What is the process for registering beneficial ownership in Switzerland?

Switzerland requires accurate documentation of ultimate beneficial owners under the AML regime. The process involves collecting owner identities and maintaining them for regulatory review and reporting as applicable.

How much might a typical corporate structuring project cost in Switzerland?

Costs vary by complexity, with typical fees for initial structuring work ranging from CHF 5,000 to CHF 25,000, plus registration and notary fees. Larger reorganizations and cross-border plans can exceed CHF 50,000 depending on scope.

5. Additional Resources

• World Bank - Switzerland country profile and investment climate indicators, including business environment and governance metrics. World Bank Switzerland
• OECD - Switzerland page with governance, tax, and investment policy context and BEPS implementation considerations. OECD Switzerland
• UNCTAD - Investment policy hub and analysis on international investment flows and framework used for cross-border structuring decisions. UNCTAD

6. Next Steps

1. Clarify your objective and preferred corporate form (AG vs GmbH) and identify whether a holding structure is needed.
2. Collect key documents such as business plans, founder identities, and financial statements for initial review.
3. Identify Swiss law firms or corporate service providers with experience in investment structures and cross-border reorganizations.
4. Schedule an initial consultation to discuss governance, tax implications, and regulatory requirements.
5. Obtain a written plan with milestones, estimated costs, and a scope of engagement for due diligence and drafting.
6. Engage counsel and, if applicable, reputable notaries and auditors to begin registration and compliance work.
7. Monitor timelines and regulatory changes with ongoing legal support to manage post‑appointment approvals and filings.