Setting up a PLC in Switzerland as a cross-border worker

How do you set up a PLC in Switzerland as a cross-border worker?

A cross-border worker can set up a PLC in Switzerland as a founding shareholder. The procedure requires capital of CHF 100,000 (of which CHF 50,000 paid up at incorporation), a notarised deed of incorporation, and the appointment of a board of directors of which at least one member domiciled in Switzerland has individual signatory power. Shareholders may be natural or legal persons, Swiss or foreign. The PLC must mandatorily register with the Commercial Register.

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PLC share capital: contribution and payment

The minimum share capital of a Swiss PLC is CHF 100,000, divided into shares with a minimum nominal value of CHF 0.01. At incorporation, at least CHF 50,000 must be paid up (deposited in a blocked account). The balance may be called up subsequently by decision of the general meeting. Shares may be registered (the shareholder's name is entered in the share register) or, in certain cases, bearer shares (but with strict conditions since anti-money laundering reforms). For a cross-border worker, cash contribution from abroad is entirely possible via bank transfer.

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The board of directors: rules for a cross-border worker

The board of directors (BoD) of a Swiss PLC must comprise at least one member. The law requires that at least one director with the right to represent the company individually be domiciled in Switzerland. A cross-border worker can be a member of the BoD, but if they are the only one, the domicile condition will not be met. The solution is either to appoint a director domiciled in Switzerland (fiduciary, lawyer or partner), or to provide for collective representation involving at least one Swiss member. The BoD meets at least once a year to approve the accounts.

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Differences between the PLC and LLC for a cross-border worker

The PLC and LLC share the characteristic of limiting the liability of partners/shareholders to their contribution. The main practical differences are as follows. The minimum capital is CHF 100,000 for the PLC versus CHF 20,000 for the LLC. The shareholders of the PLC are not registered with the Commercial Register (relative confidentiality), unlike the partners of the LLC. The PLC is better suited to attracting third-party investors and issuing bonds. The PLC benefits from a more institutional and international image, which can be an advantage in certain sectors.

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Steps to incorporate a PLC in Switzerland

1. ‍Draft articles of association and shareholders' agreement: The PLC articles define the company name, registered office, corporate purpose, share capital and shareholders' rights. A shareholders' agreement can complement the articles to define the governance rules between founders.‍
2. Opening the deposit account: The paid-up capital (minimum CHF 50,000) is deposited in a blocked account with a Swiss bank. The bank provides a deposit certificate to the notary.‍
3. Notarised deed of incorporation: The founding of the PLC must be recorded by an authentic deed (Swiss notary). The founders adopt the articles, appoint the board of directors and the auditor (if required), and make the first decisions of the constitutive general meeting.‍
4. Registration with the Commercial Register: File transmitted by the notary. Publication in the Swiss Official Gazette of Commerce (SOGC). Obtaining the IDE number. The PLC obtains its legal personality from the date of registration.‍
5. Unblocking the account and ongoing management: Once the PLC is registered with the CR, the blocked account is unblocked and the funds are transferred to the company's current account. The PLC can begin its activity.

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Cost of setting up a PLC in Switzerland

Creating a PLC costs more than creating an LLC. Costs include notary fees (CHF 1,500 to 4,000), Commercial Register fees (approximately CHF 800), bank fees (CHF 200 to 500) and fiduciary fees for the domiciled director (CHF 2,000 to 5,000/year). Allow CHF 4,000 to 10,000 in initial costs excluding capital. The annual administration cost is also higher than for an LLC, particularly if a statutory audit is mandatory.

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PLC taxation for the cross-border shareholder

The PLC is subject to profit tax (federal + cantonal) like the LLC. Dividends paid to a French cross-border shareholder are subject to the Swiss withholding tax of 35%, but the Franco-Swiss tax convention provides for a reduction or partial refund depending on conditions. The remuneration of the shareholder-director (salary) is deductible from the PLC's profit. Appropriate tax planning allows the overall tax burden to be optimised (corporate tax + personal tax).

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FAQ - Setting up a PLC in Switzerland as a cross-border worker

How much does it cost to set up a PLC at startups.ch?

Setting up a PLC starts from CHF 390 at startups.ch (excluding the minimum share capital of CHF 100,000, of which CHF 50,000 paid up). This package includes drafting the articles of association, the notarial deed of incorporation and registration with the Commercial Register. Additional fees apply for the appointment of a domiciled director, statutory audit if required, and annual fiduciary services.

What is double taxation in a PLC? How can it be avoided?

'Economic double taxation' in a PLC refers to the fact that profits are first taxed at company level (profit tax), then dividends paid to shareholders are again taxed as personal income. In Switzerland, a mitigation mechanism applies for significant shareholdings (>10% of capital). Rigorous tax planning (salary/dividend ratio) allows this burden to be optimised.

My partner lives in Italy. Can they be a shareholder in a Swiss PLC?

Yes, shareholders of a Swiss PLC can be foreign nationals residing abroad. No nationality or domicile restrictions apply to shareholders. However, at least one member of the board of directors with individual signatory power must be domiciled in Switzerland. Share transfers may be subject to restrictions provided for in the articles of association.

What is the difference between a registered share and a bearer share in Switzerland?

Since the 2019 anti-money laundering reforms, bearer shares are only permitted for listed companies or those whose securities are deposited with an approved financial intermediary. For most SMEs, only registered shares (the shareholder's name is entered in the share register) are used. This improves the traceability and transparency of the shareholder structure.

How long does it take to set up a PLC in Switzerland?

Setting up a PLC generally takes between 10 and 20 working days at startups.ch. The complexity of the file (contributions in kind, several foreign shareholders, holding structure) may extend this timeframe. Express options allow the procedure to be accelerated for urgent cases. Registration with the Commercial Register in the canton of Zug is among the fastest in Switzerland.

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