Comparison of Limited Liability Company (GmbH / Sàrl) with Joint Stock Corporation (AG/S.A.)
| General Information |
| Type of Company | AG | GmbH |
| Limited Liability | Yes | Yes |
| Transferability of shares | Yes | Yes but not as simple and easy |
| Governing Bodies | General meeting of Shareholders, Board of Directors, Auditors | General meeting of Partners, Management |
| Average timeframe to set up a new company | 1-2 weeks | 1-2 weeks |
| Availability of shelf companies | Are available | Not commonly available |
| Transfer of domicile possible between Cantons | Yes but taxation based on management residency | Yes but taxation based on management residency |
| Corporate Legal Requirements |
| Minimum Share Capital | CHF 100’000 | CHF 20’000 |
| Capital Denominations | CHF 0.01 Min | CHF 100.00 Min |
| Minimum to be paid up | 20% of nominal Min CHF 50’000 overall | No |
| Bearer shares permitted | Yes if share capital fully paid up | No |
| Minimum number of shareholders | One | One |
| Minimum number of directors | One | One |
| Corporate directors permitted? | No | No |
| Local directors required? | Yes | Yes |
| Local AGM required? | Yes | Yes |
| Company secretary required? | No | No |
| Taxation Information |
| Corporate tax rate (Zug) | Variable (approx. 8% to 15%) | |
| Ordinary tax base | Worldwide income | |
| Tax exemptions/tax privileges | Tax Privileges for Holding Companies and Mixed Companies including participation exemptions | |
| Withholding Tax Dividends | 35% refundable depending on DTT | |
| Withholding Tax Interest | 0-15% depends on DTT | |
| Withholding Tax – License fees and Royalties | None | |
| Double taxation treaties | 96 | |
| Value Added Tax rate (Domestic Only) | 7,7 % | |
| Disclosure and Reporting Requirements |
| Disclosure of beneficial owner | No – Only confidentially disclosed to bank for Money Laundering checks when opening bank account | No – Only confidentially disclosed to bank for Money Laundering checks when opening bank account |
| Public Register of Directors | Yes | Yes |
| Public Register of Shareholders | No | Yes |
| Annual return | Yes | Yes |
| Submission of Annual Company Accounts | No, only tax related returns/disclosures | No, only tax related returns/disclosures |
| Annual Audit required? | Generally only for larger companies meeting any two of following criteria – CHF 40 Mio Turnover, Assets CHF 20 Mio + or 250 Employees | Generally only for larger companies meeting any two of following criteria – CHF 40 Mio Turnover, Assets CHF 20 Mio + or 250 Employees |
