M. Strobel, Attorney
Establishing a new company in Switzerland is as such quite easy. However, practical life often looks different.
Assuming that the question whether a GmbH (limited liability company) or an AG (stock corporation) or any other possible legal form shall be established has been answered, one of the next and key question is who shall act as the founders / investors. This seems to be an easy question. But when one starts to list the formalities requested if foreign investors are involved things often do not look too easy anymore. Things are getting even more complicated if investors from several different countries are involved.
Organizing signatures, board and / or shareholder resolutions, confirmations from embassies and /or from local authorities and the notarization and legalization of documents, etc. may take a lot of time! This may not be of concern if the establishment of the new company is not of a high priority. However, if time is of essence other ways have to be found to speed up the process.
One possible approach is to mandate a member of the management of the new company to act as the founder of the new company. Such member of the management shall reside in Switzerland. If this is not yet the case a third party might be mandated. The share capital required shall be paid by the investors to the mandated party for the sole and exclusive purpose to establish the company. Once the company is established the shares / equity shall be transferred to the investors.
The approach as described in the preceding paragraph of course needs to be reviewed in detail in every single case including any possible tax implications.