Founding branch offices in Switzerland – which legal forms are permitted?
A ’Swiss Branch’ can be founded by domestic as well as foreign companies. The legal form of the head office is generally an AG (PLC), GmbH (Ltd) or a cooperative. However, in practice, there are also other legal forms that are permitted when founding a branch.
Swiss branch
A branch office is a commercial operation which, from a legal perspective, is a dependent part of a main office (see blog entry). The principal branch can use this office to offer their line of business at locations other than at the main office.
Swiss companies can set up branch offices in Switzerland and abroad. The head office’s legal form is generally an AG (PLC), GmbH (Ltd) or a cooperative (see Art. 641, 778a and 836 OR (Code of Obligations). The forms that are generally approved for founding such a branch office are commercial general and limited partnerships (see Forstmoser/Meier-Hayoz, Schweizerisches Gesellschaftsrecht (Swiss Corporate Law), P. 743). The general requirement is that a commercial company in the sense of Art. 934 OR is in existence. This means that branch offices are excluded for simple partnerships and non-commercial general and limited partnerships.
Foreign companies
Foreign companies can found branch offices in Switzerland,which are also subject to Swiss law (Art. 160 Para. 1 IPRG (private international law)). If the foreign legal system permits the establishment of a branch in its own country, companies can generally also found a branch office in Switzerland.
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