SWITZERLAND Law and Practice Contributed by: Philippe Nordmann, Marion Bähler, Dario Glauser, Christian Hagen and Samuel Lieberherr, Walder Wyss Ltd
3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity In Switzerland, there are different ways to engage in commercial activities, either through structures that require capital investment or through personal commitment with associated liabilities. Accordingly, a variety of legal forms are available in Switzerland, including sole pro - prietorships, general partnerships, limited part - nerships, corporations, LLCs, co-operatives and foundations. While Switzerland, as a member state of the Hague Trust Convention, recognis - es foreign trusts, trusts are not available under Swiss law, and comparable functions are served by foundations. The most frequently used structures for the development of commercial activities are share corporations and limited liability companies (LLCs), both providing substantial flexibility and enabling the accommodation of a broad range of possible governance and operation setups. Share corporations have a mandatory share cap - ital of CHF100,000, split into shares of a nominal value that needs to be higher than zero, which can be issued to one or more shareholders. At incorporation, at least CHF50,000 of the share capital must be paid in cash or by contribution in kind of assets or rights. LLCs have a mandatory quota capital of CHF20,000, split into quotas of a nominal value of CHF100 or more, which can be issued to one or more quota holders. The entire quota capital must be paid in cash or by contribution in kind of assets or rights. Shareholders of a share corporation are not dis - closed in any publicly available register (except under the disclosure rules for listed companies).
if so, what – foreign investment legislation will be introduced. Switzerland is one of the world′s largest recipi - ents of foreign investment. It is also one of the world′s largest investors abroad. Being open to inward foreign investment is important for Swit - zerland as a business centre. The country, there - fore, aims to remain attractive for foreign invest - ment even if a screening of foreign investment is introduced as a result of the current political initiatives. 2.2 Procedure and Sanctions in the Event of Non-Compliance For the time being, no general foreign invest - ment control regime is in place. For current political initiatives, see 2.1 Approval of Foreign Investments . Only in specific regulated sectors do foreign investors need to obtain approvals. The steps vary depending on the process set forth for the regulated sector. 2.3 Commitments Required From Foreign Investors For the time being, no general foreign invest - ment control regime is in place. For current political initiatives, see 2.1 Approval of Foreign Investments . In certain regulated sectors, the foreign investors need to undergo a screening regarding the source of funds. 2.4 Right to Appeal Depending on the regulated sector, the legal process to challenge a decision by an authority may vary. As a general principle, decisions taken by an authority can be challenged in court.
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