Is it possible to live abroad but set up a LLC or PLC in Switzerland?
It regularly happens that people living abroad, Swiss or foreign, wish to start a company in Switzerland. Is this even possible on a legal basis?
In principle, the residency and nationality of the founder of a LLC or a PLC are not decisive for the incorporation of a company. For example, a German person living in Morocco can found a LLC in Switzerland and thus be the owner and manager of this company. However, certain conditions must be taken into account.
Prerequisites
Seat of the company
First of all, the company must have its seat in Switzerland. This can be either in rented premises, at the domicile of a person involved, or at a trustee’s office. It is also possible to put the name of the company on the mailbox, or to grant a domicile in the form of a c/o address to the company.
Domicile in Switzerland
The Swiss Code of Obligations stipulates that the company must be represented by a person domiciled in Switzerland. In the case of a LLC, this person must be the managing director or director (CO 814 (3)). In the case of a corporation PLC, this person must be a member of the board of directors or a director (CO 718 (4)). A residence and work permit valid in Switzerland is therefore required in all cases. According to commercial register practice, however, it is sufficient to enter the power to sign. It is therefore not necessary in practice for the person authorised to sign to also be a manager, director or managing director. It is sufficient for him to be entered in the commercial register with an individual power to sign. If more than one person domiciled in Switzerland is registered, a collective signature would even be sufficient.
Purpose of the company
Finally, the company is limited in its purpose. According to the Lex Friedrich Declaration, persons abroad (non-Swiss) must obtain an authorization from the competent cantonal authority to acquire real estate (Art. 2 (1) LFAIE). Thus, a company in which persons living abroad hold shares may not trade in real estate without this authorisation. The purpose of the company must therefore not include trading in real estate.
Conclusion
In summary, a person living abroad may establish a LLC or PLC in Switzerland, provided that it has a registered office in Switzerland, that its purpose is not real estate trading and that at least one person domiciled in Switzerland is authorised to sign individually for this company.
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