Founding a company in Switzerland without residence: is it possible?

Many foreign entrepreneurs ask us the same thing: can I set up a company in Switzerland without living here? The short answer is yes, but with two conditions that are non-negotiable. Let’s look at them directly, without shortcuts.

Citizenship does not count, substance does

To found a GmbH or an AG you need be neither a Swiss citizen nor a Swiss resident. Company law imposes no nationality requirements on partners or shareholders. An Italian, German or non-European citizen can hold 100% of the capital.

The critical point is not who owns the company, but how the company is anchored to the territory. And here the Code of Obligations imposes two precise constraints.

1. The company must have a legal domicile in Switzerland

Every corporation entered in the commercial register must indicate a registered office in a Swiss canton and a valid contact address at that location. A post-office box is not enough: you need an address where the company can be reached, where it can receive official notifications and correspondence from the authorities.

If you do not have your own offices in Switzerland, the solution is a domiciliation agreement with a fiduciary or an authorised provider. In these cases the commercial register requires a declaration of acceptance of the domicile from whoever makes the address available.

2. At least one signatory must be resident in Switzerland

This is the requirement that most often blocks projects run entirely from abroad. The company must be able to be represented by at least one person domiciled in Switzerland who holds signing authority.

Concretely:

• For the AG: at least one member of the board of directors, or a director, with individual signing authority and domicile in Switzerland.
• For the GmbH: at least one managing officer with individual signing authority and domicile in Switzerland.

Where there are several persons, the requirement is satisfied when two of them, resident in Switzerland, each hold joint signing authority by two. The legislator’s aim is clear: there must always be someone, reachable within the country, able to bind and represent the company before the authorities.

How it is resolved in practice

Those founding from abroad essentially have three routes:

1. Relocate or appoint a resident partner with an operational role and signing authority.
2. Appoint a resident fiduciary director or managing officer, who assumes the formal representation function required by law.
3. Combine domiciliation and a representation mandate, the most frequent solution for holding companies and service companies with foreign ownership.

Note: the resident director or managing officer is not a symbolic figure. They are answerable for their own legal obligations, in particular as regards social security contributions, VAT and bookkeeping. For this reason they must be chosen with care and framed within a clear mandate, not improvised.

Capital and practical aspects

The minimum capital remains CHF 20,000 for the GmbH and CHF 100,000 for the AG (with at least CHF 50,000 paid in). Payment is made into a blocked deposit account at a Swiss bank before the notarial deed. Opening this account from abroad requires verification of the founder’s identity and of the origin of the funds: plan for it well in advance, because it is often the slowest step.

On the tax side, remember that a purely formal seat is not enough to shift economic substance. If the company actually operates from abroad, the foreign authorities can challenge its tax residence. The substance — people, decisions, actual activity in Switzerland — must be consistent with the form.

Our approach at SIH ONE

We structure the incorporation so that the representation requirement is met without exposing you to unnecessary risks: a compliant legal domicile, a representation mandate defined in writing and support with opening the deposit account. All with an AI-native operating model that reduces the dead time between notary, bank and commercial register.

Do you want to understand how to set up the legal domicile and representation of your future Swiss company? Discover our dedicated domiciliation and representation service and start on the right footing.