Foreign company branch - Avocats Genève

Foreign company branch in Switzerland

When a foreign company wishes to conduct business in Switzerland, it can open a branch in the country. A branch is an establishment that carries out commercial activities without being considered a separate legal entity from its parent company. Thus, the legal form of the branch is similar to that of the main company. This text will examine the main characteristics of a branch in Switzerland, including the procedures for establishment, management, fiscal and legal obligations, dissolution, as well as the advantages and disadvantages of this type of structure.

Establishment and management of a foreign company branch

Creating a branch in Switzerland involves several steps and formalities. Firstly, the foreign company must appoint a representative in Switzerland to act on its behalf and manage the branch’s affairs. The representative does not have to be a Swiss national. However, they must be domiciled in Switzerland. Next, the foreign company must register with the Swiss commercial register and provide documents such as the company’s statutes, an extract from the foreign company’s commercial register, and a power of attorney authorizing the representative in Switzerland to act on its behalf (art. 113-114 ORC).
The management of a branch in Switzerland is governed by the rules set by the foreign company. The company can thus determine the decision-making power of the representative in Switzerland, the management of bank accounts, and the assignment of tasks within the branch. The foreign company may also appoint a board of directors for the branch in Switzerland, which can facilitate the making of important decisions.

Fiscal and legal obligations

A branch in Switzerland is subject to the same fiscal and legal obligations as a local business. For example, it must maintain accounts according to Swiss standards, submit annual tax declarations, and pay taxes on profits made in Switzerland. The branch must also comply with Swiss laws and regulations, including those relating to worker protection and workplace safety.
The branch is subject to taxation in Switzerland, but this can pose a problem in terms of tax optimization because the tax authorities of the main company have an overview of its activities in Switzerland.

Dissolution

The dissolution of a foreign company’s branch in Switzerland is possible and can be carried out according to specific legal procedures. These procedures vary depending on the legal form of the branch and the foreign company’s choice to dissolve the branch. The dissolution process is similar to that of establishment and involves closing the accounts, paying debts and any taxes, as well as deregistering the branch from the commercial register (art. 115 ORC). To do this, the branch’s representatives must submit a deregistration request to the commercial register and provide documents justifying the dissolution. If the main company is deregistered, the branch is automatically deregistered.

Advantages

Creating a Swiss branch of a foreign company can offer many advantages, including access to the Swiss market. Indeed, by creating a branch in Switzerland, a foreign company can access the Swiss market, considered one of the most stable and prosperous in the world. Opening a branch in Switzerland can also improve the foreign company’s brand image. Switzerland is known for its high quality standards and adherence to rules and regulations. Moreover, Swiss branches can benefit from attractive tax rates and other fiscal advantages, such as incentives for research and development activities. The branch can be organized to meet the specific needs of the foreign company and its clients.

Disadvantages

Creating a branch in Switzerland can be costly, particularly due to establishment fees, administrative costs, and personnel expenses. Additionally, branches are considered an extension of the parent company and are not separate legal entities. This means the parent company can be held responsible for all the activities and debts of the branch in Switzerland. Currency fluctuations can also impact the profitability of the branch. Moreover, foreign businesses operating in Switzerland may face conflicts of law between Swiss legislation and that of the company’s home country. Finally, Switzerland is a highly competitive market with many local and international businesses.
Creating a branch in Switzerland for a foreign company can offer advantages and disadvantages. Companies must weigh these factors and follow the necessary procedures in collaboration with local professionals to ensure the legality of the process. Foreign companies are strongly advised to consult a lawyer for personalized advice on the procedures to follow when establishing a branch in Switzerland.

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T. : +41 22 348 32 35

PBM Avocats in Geneva

Boulevard Georges-Favon 26

1204 Genève

T. : +41 22 348 32 35