Setting up an SA in Basel-Stadt: minimum capital, steps and costs in

The minimum share capital of a public limited company (société anonyme, SA) is CHF 100,000 (art. 621 CO). On incorporation, at least CHF 50,000 must be paid up (art. 632 CO). The balance remains owed by the shareholders and may be called up later.

The paid-up rule takes the higher of 20% of the nominal value of each share and CHF 50,000. For share capital of CHF 100,000, that is therefore CHF 50,000. For share capital of CHF 500,000, 20% represents CHF 100,000: this threshold then applies.

Two types of contribution coexist. A cash contribution requires a deposit into a blocked account opened in the name of the company in formation. A contribution in kind (machinery, stock, receivable, shareholding) requires a founding report, a verification certificate from a licensed auditor and its mention in the articles of association.

A realistic registration period with the Basel-Stadt commercial register is five to ten working days after a complete file has been submitted. A contribution in kind lengthens it, given the auditor's certificate.

Here is the sequence we follow for an incorporation with a cash contribution:

1. Drafting of the articles of association (fiduciary or lawyer). Minimum content: company name, registered office, purpose, share capital, nominal value of the shares. Allow a few days depending on any special clauses. 2. Opening of the blocked account (bank, in Switzerland). Each founder pays in their paid-up share. The bank issues a deposit certificate. Timescales vary from 2 to 10 days depending on identity and source-of-funds checks. 3. Notarial deed before a Basel notary. The founders sign the declaration of incorporation, adopt the articles of association and appoint the board of directors and the auditor. The deed is executed in a single session. 4. Appointment of the auditor or waiver (opting-out): possible for SAs that do not exceed the thresholds for ordinary audit and have no more than ten full-time positions on annual average (art. 727a CO), with the agreement of all shareholders. 5. Registration in the Basel-Stadt commercial register. The company exists legally from registration (art. 643 CO). Publication then follows in the SOGC (FOSC). 6. Tax and social security registrations: VAT with the Federal Tax Administration, affiliation of the company and employees to an AVS (old-age and survivors' insurance) compensation fund, LAA accident insurance and LPP occupational pension if employees are hired.

Before filing, check the company name on Zefix: an identical name, or one liable to be confused with another, will be refused by the register.

Source: Art. 621, 632, 643 and 727a CO — fedlex.admin.ch; Basel-Stadt commercial register; Zefix

Incorporation costs fall into four items. The amounts below are orders of magnitude to be confirmed before publication against the current fee schedules of the Basel-Stadt notarial office and commercial register (date of verification of the fee schedules: to be provided by the editorial team).

Item | Indicative range Notary fees (notarial deed) | CHF 1,000 to 2,500 Commercial register fees | CHF 600 to 900 SOGC (FOSC) publication | approx. CHF 100 to 200 Bank fees for the blocked account | CHF 100 to 300 Total excluding advisory fees | approx. CHF 1,800 to 3,900

Tailor-made articles of association, the founding report in the case of a contribution in kind and the verification certificate come on top of this total. Notary and register fees depend on the capital and the complexity of the deed.

The paid-up capital is not a cost: it remains at the company's disposal and is used for its business as soon as the blocked account is released.

The registered office of an SA must be in Switzerland. The company must have an effective address, with the precise address stated in the registration. In addition, at least one person with the power to represent the company must be domiciled in Switzerland (art. 718 CO). A director resident in France or Germany is not sufficient on their own, unless they hold individual signing authority and a co-director domiciled in Switzerland completes the board.

Locating the registered office in Basel-Stadt rather than in the French border area changes VAT liability from the first Swiss invoice: a company with neither registered office nor permanent establishment in Switzerland falls under a regime distinct from that of an SA registered in Basel.

A mere letterbox address exposes the company to a refusal of registration or to a tax challenge. The Basel-Stadt commercial register requires a genuinely usable address, with, as the case may be, the domiciliation contract and the agreement of the domiciliary.

Another consequence: the Basel tax authority attaches the company to its municipality of registered office for profit and capital tax. The location of effective management (the place where decisions are actually taken) can shift taxation, hence the value of fixing it before incorporation.

Direct federal tax is levied on the net profit of legal entities at a rate of 8.5%. Profit is calculated after deduction of the tax, which brings the effective rate down to approximately 7.83% of pre-tax profit.

To this tax are added cantonal and communal profit tax and capital tax, levied by the Basel tax administration. The ordinary cantonal rate on the profit of legal entities was set following the PF17 tax reform, with a total rate (Confederation, canton, commune) whose current value must be checked on the Basel-Stadt tax administration website before publication.

As regards VAT, liability is compulsory from CHF 100,000 of annual turnover achieved in Switzerland (art. 10 LTVA). Voluntary registration remains open below this threshold, useful for recovering input tax on start-up investments.

Dividends distributed to shareholders who are natural persons are subject to the 35% withholding tax, refundable depending on the shareholder's status and the applicable treaties.

Yes. A cross-border commuter holding a G permit may be a shareholder and director of a Basel SA, subject to the Swiss representation requirement of art. 718 CO. A co-director domiciled in Switzerland or a manager with power of representation resident in Switzerland satisfies this requirement.

A director's salary paid to a cross-border commuter is subject to withholding tax at source. Directors' attendance fees and profit-share payments (tantièmes) follow their own treatment, with withholding tax applicable even without conventional salaried activity.

Illustrative example: a cross-border commuter taxed at source in Basel-Stadt recovers on average CHF 1,500 through quasi-resident taxation if their actual expenses exceed the flat rate. This route assumes that more than 90% of their worldwide income is taxable in Switzerland. We detail the procedure in our article on withholding tax and the quasi-resident in Basel-Stadt: https://fiduciaire-baloise.ch/impot-source-quasi-resident-bale-ville-taxation-ordinaire-ulterieure

Social security contributions follow the place of salaried activity, with Switzerland-EU coordination rules if the founder also works in their State of residence. The choice between salary and dividends deserves a prior calculation, since the tax and social security impact differs sharply.

The Sàrl (limited liability company) requires minimum share capital of CHF 20,000, fully paid up on incorporation (art. 773 CO). In both forms, the liability of members or shareholders is limited to the subscribed capital.

The Sàrl suits a project carried by a single founder or a small circle: cheaper incorporation, more flexible articles of association, members entered in the commercial register. The shares are not freely transferable, which protects a closed circle but complicates an exit.

The SA is the natural choice for a project that plans a fundraising, shares of different classes, the entry of investors or easy transfer of securities. Shareholders do not appear in the commercial register, which preserves confidentiality.

For a sole founder with a capital requirement of CHF 30,000, the Sàrl avoids tying up CHF 50,000. For a structure intended to welcome partners within three years, the SA avoids a later conversion and its costs (notarial deed and register entry).