Your nationality determines your first step: a founder from the EU or EFTA already has the right to work in Switzerland, while a founder from a third country must, with some exceptions, apply for a permit to work there. We separate what depends on you, what applies to everyone and the order in which to proceed.
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Can a foreigner start a business in Switzerland? Yes, under certain conditions. As a foreigner, you can set up a Sàrl (limited liability company, GmbH in German) or an SA (company limited by shares, AG in German) in Switzerland. However, a founder from a third country who wants to work in Switzerland must, with some exceptions, obtain a permit from the cantonal authority, which is not granted in advance. One condition depends on your personal situation: the right to work on a self-employed basis (or the permit that replaces it). The other requirements, namely a representative domiciled in Switzerland, capital, a public deed and registration in the commercial register, apply to all founders, whatever their nationality. We separate them below, then put them back in order.
In brief
- Start by finding out whether you already have the right to work on a self-employed basis: this is the only condition that depends on your nationality.
- Identify early on the person domiciled in Switzerland who will represent the company, as this requirement applies to all founders.
- Do not commit to anything on behalf of the company before its registration in the commercial register without taking legal advice.
What depends on your nationality, and what does not
The Swiss Confederation's SME Portal, run by SECO, describes the system as follows: "Switzerland has a dual system for granting work permits to foreign workers." This system distinguishes between two groups. On one side, nationals of the EU and EFTA. On the other, nationals of third countries, that is, countries that belong to neither the EU nor EFTA.
Your nationality therefore determines the first question: do you already have the right to work on a self-employed basis, or do you need to apply for a permit? What comes next no longer depends on your passport. The company must have a representative domiciled in Switzerland, minimum capital, a public deed and an entry in the commercial register. These rules are set out in the Code of Obligations (CO), the federal law that governs companies.
The choice of legal form, costs and taxation call for separate treatment: our page on setting up a company in Switzerland covers them, and the cantonal commercial register and your canton's tax administration are authoritative on the applicable rules. Self-employed status, AVS and VAT also have their own pages.
Founders from the EU or EFTA: the right to work, then the company rules
For this first group, the SME Portal is clear: "All nationals of EU/EFTA Member States may also be self-employed." The personal condition is therefore met.
Cross-border commuters are expressly covered: according to the SME Portal, cross-border commuters from an EU or EFTA country can set up a company in Switzerland or become self-employed. For the residence or work permit that applies to your case, the competent cantonal migration authority will advise you.
This right does not exempt you from the rest: it replaces neither the capital, nor the public deed, nor registration in the commercial register, nor the presence of a representative domiciled in Switzerland. A founder from the EU or EFTA who lives abroad should therefore think early about the representative domiciled in Switzerland (step 3 of the order proposed below).
Founders from a third country: the permit is the first condition to check
For third-country nationals, the SME Portal states that they "need to meet the Swiss labour market requirements" if they wish to be self-employed in Switzerland. It also specifies that the application must demonstrate a "lasting positive effect or influence on the Swiss labour market".
Two situations change the rule. According to the page on third countries, holders of a C permit (settlement permit) and the spouses of C permit holders or of Swiss citizens have the right to be self-employed. Other third-country nationals "must submit an application to the respective cantonal authorities". The permit to work in Switzerland as a business founder is a matter for the cantonal authority.
"Both permits are subject to the L and B permit quotas set annually by the Federal Council," according to the SME Portal. The application is submitted to the competent cantonal authority, which will advise you on your situation.
Cross-border commuters from a third country follow a specific rule. According to the SME Portal, third-country nationals are granted a cross-border permit only if they hold a long-term residence permit in a neighboring country and have been living in the border zone of that country for at least six months.
The processing time and cost of a permit are not given on the official pages cited; ask the cantonal labor market and migration authority, or the State Secretariat for Migration (SEM).
The representative domiciled in Switzerland: a requirement that does not depend on your passport
This requirement applies to all founders. It concerns the company, not the nationality of its members. For the SA, the Code of Obligations provides that the company must be capable of being represented by a person domiciled in Switzerland, and that this person must be a member of the board of directors or an executive officer (art. 718 para. 4).
For the Sàrl (art. 814 para. 3), the wording is parallel: the company must be capable of being represented by a person domiciled in Switzerland, and this person must be a managing officer or an executive officer.
One person is enough, but they must be domiciled in Switzerland and hold a specific position: managing officer or executive officer for the Sàrl, member of the board of directors or executive officer for the SA.
When this person is a third-country national, the SME Portal specifies what they must hold. For the Sàrl, it writes that the company "must be represented by at least one person resident in Switzerland" and that "this person needs to have a valid residence and work permit in Switzerland". For the SA, it writes that this person must "hold a valid residence and work permit for Switzerland". The requirement is therefore the same for both forms.
To compare legal forms before choosing, our guide to setting up an entity in Switzerland presents the main options, and the cantonal commercial register confirms the legal requirements for the form you choose.
Capital, public deed, registration: what every founder must do
These requirements do not change with nationality. The table sets out the amounts and rules published in the Code of Obligations.
| Requirement | Sàrl | SA |
|---|---|---|
| Minimum capital | CHF 20,000 (art. 773 para. 1) | CHF 100,000 (art. 621 para. 1) |
| Paying in | Contribution corresponding to the issue price paid in for each capital contribution share (art. 777c para. 1) | 20% of the nominal value of each share (art. 632 para. 1), at least CHF 50,000 covered by the contributions (art. 632 para. 2) |
| Public deed | Art. 777 para. 1 | Art. 629 |
| Legal personality | Through entry in the commercial register (art. 779 para. 1) | Through entry in the commercial register (art. 643) |
| Representative domiciled in Switzerland | Managing officer or executive officer (art. 814 para. 3) | Member of the board of directors or executive officer (art. 718 para. 4) |
Paying in the capital means actually transferring the contributions promised. For the Sàrl, article 777c paragraph 1 provides that, when the company is formed, a contribution corresponding to the issue price must be paid in for each capital contribution share. For the SA, article 632 provides that the subscribers must have paid in at least 20% of the nominal value of each share, and paragraph 2 adds that in all cases, the contributions made must cover at least CHF 50,000.
Two other rules apply to both forms. The Sàrl and the SA are formed by a public deed, not by a simple contract signed between the partners (art. 777 para. 1 for the Sàrl, art. 629 for the SA). And legal personality comes from registration: the Sàrl acquires legal personality through its entry in the commercial register (art. 779 para. 1), and the SA acquires it only through its entry in the commercial register (art. 643).
This article does not give figures for commercial register fees or notary fees: the commercial register of your canton can tell you its fees, and the authority that draws up the deed can tell you its own.
In what order to proceed
The order matters, because two rules intersect. According to the SME Portal, the permit application of a third-country founder "must include a foundation charter and/or a Commercial Register entry". The company and the permit therefore move forward together, not one after the other.
We suggest the following order of work; the cantonal authority may adjust it to your situation:
- Identify your situation: EU or EFTA, holder of a C permit or spouse of a holder or of a Swiss citizen, or other third country.
- Choose the form, Sàrl or SA: the pages cited above present the options, and the cantonal commercial register confirms the legal requirements for the form you choose.
- Appoint the representative domiciled in Switzerland: managing officer or executive officer for a Sàrl, member of the board of directors or executive officer for an SA. For a third-country founder, the SME Portal specifies that this person must hold a valid residence and work permit, for the Sàrl as for the SA. If you intend to take on this role yourself, the competent cantonal authority will tell you how to coordinate it with the application in step 6.
- Prepare the capital: CHF 20,000 for a Sàrl; for an SA, share capital of CHF 100,000, of which at least CHF 50,000 must be paid in at formation.
- Have the public deed drawn up, which the law requires for the Sàrl (art. 777 para. 1 CO) as for the SA (art. 629 CO).
- If you are a third-country founder, submit the application to the cantonal authority. Depending on whether it requires a foundation charter or proof of registration, this step comes before or after step 7: ask the authority before signing the deed.
- Have the company entered in the cantonal commercial register, which gives it legal personality: art. 779 para. 1 CO for the Sàrl, art. 643 CO for the SA.
Two pitfalls are hidden in this order. The first: the permit is applied for with proof of formation, while the company only exists once it is registered. The second: personal liability before registration. For the Sàrl, article 779a CO provides that persons who act on behalf of the company before its entry in the commercial register are personally and jointly liable. The same article provides a way out: persons who expressly enter into obligations on behalf of the company are released from them if the company takes them over within three months of its entry in the commercial register. The cantonal commercial register or a lawyer can tell you how to proceed in your case.
Recruiting before or without a local entity
Before signing an employment contract on behalf of the company, ask a lawyer who would be bound by it as long as the company is not registered (art. 779a CO for the Sàrl).
A foreign company can also choose to recruit without setting up a local entity. An Employer of Record in Switzerland is one of the possible routes; its definition is covered on a dedicated page.
Numeriq Payroll offers an Employer of Record solution for recruiting or managing employees in Switzerland without setting up a local entity.
Sources
- SME Portal, SECO, Foreign national: Setting up a business, checked on 30 September 2026
- SME Portal, SECO, Setting up a company as a citizen of a third state, checked on 30 September 2026
- Fedlex, Federal Chancellery, Code of Obligations (SR 220), status as of 1 January 2026, checked on 30 September 2026
Frequently asked questions
Do you need to live in Switzerland to set up a Sàrl?
Not necessarily as a founder, provided you appoint a person domiciled in Switzerland: article 814 paragraph 3 CO requires that a person domiciled in Switzerland be able to represent the Sàrl. For a third-country founder, according to the SME Portal, this person must also hold a valid residence and work permit. The section on the representative explains the rule for each form.
Can a cross-border commuter set up a company?
Yes, for a national of the EU or EFTA: the SME Portal states that cross-border commuters from these countries can set up a company and be self-employed in Switzerland. A third-country national is granted a cross-border permit only if they hold a long-term residence permit in a neighboring country and have been living in the border zone of that country for at least six months. The company still needs a representative domiciled in Switzerland.
Can you act on behalf of the company before registration?
Yes, but with a risk of personal liability: for the Sàrl as for the SA, anyone who acts on behalf of the company before its registration is personally liable (art. 779a CO for the Sàrl, art. 645 CO for the SA). This liability can end if the company takes over the commitment within three months of its registration, where the obligation was expressly entered into in its name. The section "In what order to proceed" explains this point; the cantonal commercial register or a lawyer can tell you what applies in your case.
Does the capital have to be paid in?
Yes. For the SA, the subscribers pay in at least 20% of the nominal value of each share, and the contributions must cover at least CHF 50,000 (art. 632). For the Sàrl, a contribution corresponding to the issue price must be paid in for each capital contribution share (art. 777c para. 1). The minimum amounts are shown in the table above; the cantonal commercial register or the authority that draws up the deed will confirm the amount to be paid in for your case.
How long does a permit take?
The official pages cited do not publish any processing time; ask the cantonal labor market authority or SEM before setting a timetable. The decision lies with the cantonal authority. L and B permits are also subject to an annual quota set by the Federal Council.
