Tax & Legal

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What we can do for you?

On request, we will consulting you on choosing an adequate legal structure aiming to achieve your commercial goals, support the global roll-out of your activities in close combination with your wish to protect both your business and private assets.

Acting in the global commercial arena, also tax efficiency of your legal structure is one of the key elements for success and the long-term survival of your company.

Legal advise

There are hardly any spheres of business not affected by legal issues. Solid legal advice is an important integral component of successful business decision-making.

That is why we work closely together with accountants, tax & legal consultants, corporate finance specialists and have adopted an inter-disciplinary approach on important business issues.

The best possible structure calls for optimum means of implementation and first-rate ‘aftercare’ to guarantee continuity. Our partners offer customised services and a complete portfolio of business services to assist clients in setting up, running and administering companies so that they are always fully in compliance with the local legal and fiscal requirements.

In short, we are able to support you with:

  • Advice on setting up an effective private asset protection structure
  • Advice on the efficiency of various tax and legal regimes
  • Comparison and feasibility study
  • Setting up a holding, finance or royalty company & selected suitable local providers

The strength of our service is our devoted, highly qualified professionals who combine years of expertise together with practical know-how and are able to offer innovative solutions to our clients’ unique day-to-day and long-term requirements.

A Dutch Foundation (‘’Stichting’’).

Being a civil law jurisdiction, The Netherlands does not recognize the Anglo- Saxon concept of Trust within its legal framework. A valuable alternative to such an institution can be provided, when properly structured, by separating rights and interests of contributors into “legal rights” and “beneficial interest “through a “Stichting” or a foundation.

Definitions.

A Stichting is a legal entity incorporated by a notary deed in the Netherlands. It is registered with the Commercial Register. Creating one does not necessarily require contribution of a minimum capital; financial needs of a foundation are met by contributions or donations. A Stichting has just one administrative body: the board of directors and it has no shareholders.

Generally, it is not required to prepare financial statements and traditionally a Stichting has been used almost exclusively for collection and distribution of funds for charitable or ideological contributions to third parties. Today, a Stichting is used more and more to accommodate investors who wish to divest themselves of particular assets, while maintaining and continuing to apply a degree of control over their ultimate use.

Formation

Assets of the contributor or “Principal” are transferred to the Stichting by means of a trust-management agreement between the Stichting and the principal or by appointment of the principal’s fiduciary as Member of the Board of the Stichting. Asset control in the Foundation remains with the principal.

Legal regime of the assets

Creditors of the founders of a Stichting do not have access to any of the assets of the foundation. In case of bankruptcy of the founder, assets of the foundation remain outside of the circle of claimable resources by the creditors. Foundation’s assets do not form part of any matrimonial regime or estate. These and many other reasons make the Stichting an attractive vehicle for (private) investment purposes.

A Swiss company

Switzerland´s central location in the heart of Europe provides an ideal location for international business and starting a company in Switzerland.

Several global players and other internationally positioned companies have setup operational companies in Switzerland and are now represent a considerable share of the employment in Switzerland.

Switzerland a true business location

Switzerland offers international business operations an ideal platform from which to launch EU and EMEA region activities. Establishing a company in Switzerland is a strategic consideration many leading organizations have already undertaken.

Some of Switzerland´s key benefits for international and Swiss business operations, include:

    • Reputable and strong financial centers, with leading, international banking institutions.
    • Highly skilled and flexible labor force.
    • Visible and attractive corporate tax structure.
    • Central location within Europe and EMEA.
    • Excellent transport links to key markets.
    • Widespread English fluency within workforce.
    • Stable political and fiscal environment.

Having a company in Switzerland will provide you with the necessary international proximity and established, reputation considerations, associated with the business and cultural environment.

Switzerland offshore

The connotation of being solely an offshore haven is definitely short-sighted for Switzerland and leads one to eventually overlook the fact, that Switzerland is origin and home to some of the largest, global Swiss and international companies positioned worldwide.

Manufacturing and service sector examples include the consumer goods sector, Citing several key economic research reports, the economic outlook for Switzerland for 2011-2012 remains positive, albeit, the export dependent economy will be influenced by the overall global pace of economic recovery.

Key perspectives for the Swiss economy remain concentrated on:

    • The continued strong Swiss Franc.
    • Expansionary monetary policy.
    • Benign consumer inflation concerns.
    • Continued, bi-lateral EU trade agreements.

II. Incorporate your company in Switzerland

Setting up a new company in Switzerland is straight-forward, due to a well-organized regulatory and legal framework, which clearly outlines the requirements and requisites for a Swiss corporation.

There are several legal structures available to a Swiss company formation. The 2 most common forms are:

  1. The “Aktien Gesellschaft” (AG or SA) The AG is a legal entity in its own right with its own name. It is a corporation whose capital is divided into shares. The owners of the shares (the shareholders) exercise their rights at the General Meeting of Shareholders. Actual management of the AG is the exclusive responsibility of the Board of Directors and the executive officers who are appointed by that Board. There must be at least one elected Swiss citizen residing on the seat of the company board.

  2. The “Gesellschaft mit Beschränkter Haftung” (GmbH) is a legal entity in its own right. Since the GmbH is very similar to the AG, reference can be made to the comments with regard to the name, the domicile and the Articles of Association. As of January 1, 2008 the formation of a GmbH requires only one person (private individual or legal entity.) The GmbH must be represented by a person residing in Switzerland. This person can be a member of the Board or a Managing Director. The equity share capital, which is at least CHF 20,000.00, has to be fully paid in. The nominal value per share is at least CHF 100.00.

III. Taxes in Switzerland

In Switzerland, corporate income tax is applied on a net worldwide income generated by Swiss resident companies, with the exception of income attributable to foreign enterprises, permanent establishments or real estate.

Taxes in Switzerland, for both businesses and private individuals, remain attractive in comparison to the neighboring EU countries and the majority of the industrialized economies.

The Swiss Federal Corporate tax rate is still fixed at 8.5% and remains very competitive in consideration of neighboring and international country, corporate tax rates.

The main driver within the Swiss Corporate Tax structure rests in the final legal entity structure, wherein, the applicable income and tax exemption rules will apply.

Generally, a company structure falls within one of the following categories:

  1. Newly established companies; usually as an LLC (GmbH), or shareholding company (AG).
  2. Holding companies; driven by capital structure, qualified dividend income, or capital gains recognition.
  3. International branch or subsidiary companies; usually part of a larger, internationally operating group of companies.
  4. Service companies; normally basis cost-plus income and arm´s length profit assessment.
  5. Financial branches; encompassing banks, bank branches, or financial intermediaries.
  6. Principle companies; which are often termed “contract manufacturers” and use cost-sharing arrangements.

Together with partners Birch is able to help you integrating a Swiss company in your current business structure and make sure that the local and international tax and legal standards and regulations are met.