Swiss-residence signatory, Lex Koller, sanctions, visa, tax residence — the complete guide for foreign founders with focus on UA/RU/EU constellations.
Founding a company in Switzerland is possible as a foreigner — but with several specifics: Swiss-residence signatory (Art. 814 CO / Art. 718 CO), Lex Koller for real-estate cases, sanctions compliance for UA/RU constellations, and how to be personally present as a founder. This guide walks through every special topic.
Important: This article supplements the standard formation guides. For form-specific steps read Founding a GmbH, Founding an AG, Sole proprietorship.
The 4 central hurdles for foreign founders
| # | Hurdle | Legal basis | Who affected |
|---|
| 1 | Swiss-residence signatory | Art. 814 para. 3 CO (GmbH), Art. 718 para. 4 CO (AG) | All non-Swiss founders |
| 2 | Lex Koller for real estate | BewG, SR 211.412.41 | Third-country nationals + future real estate |
| 3 | Sanctions compliance | EmbG, SR 946.231 | RU, BY, IR, KP, other listed states |
| 4 | Residence permit for operational activity | FNIA (third country), FZA (EU/EFTA) | Personal presence, work, on-site management |
Hurdle 1 — Swiss-residence signatory
Requirement: For GmbH and AG, at least one person with signature authority must be domiciled in Switzerland.
- GmbH (Art. 814 para. 3 CO): "The company must be capable of representation by a person resident in Switzerland. This person must be a manager or director."
- AG (Art. 718 para. 4 CO): analogously — at least one board or director member with Swiss residence and individual or joint signature.
For sole proprietorship the requirement applies indirectly — the firm "is" the owner, so the owner must have Swiss residence (or at least a residence permit).
Practical solutions for purely foreign founder structures:
- Co-founder with Swiss residence (family, business partner, local investor)
- Hiring a Swiss manager with individual signature (salary + social insurance)
- Mandate to a Swiss fiduciary or lawyer as board/manager (typical CHF 200–500/month, plus hourly for active duties)
Caution with pure "nominee director" without real function — HR offices scrutinise increasingly, and in damage cases the person is still personally liable (Art. 754 CO).
Hurdle 2 — Lex Koller
Lex Koller (Federal Act on the Acquisition of Real Estate by Persons Abroad, BewG, SR 211.412.41) requires authorisation when a "person abroad" acquires real estate in Switzerland.
"Person abroad" also includes Swiss legal entities under foreign control (Art. 5 BewG):
- Majority of voting rights in foreign hands, or
- Majority of capital, or
- Substantial foreign financing (loans)
Practical impact:
- GmbH/AG without real-estate business: no Lex Koller issues. The Lex-Koller declaration in the HR application confirms "no real-estate acquisition intended".
- Renting business premises: allowed without permit. Lease is not ownership acquisition.
- Business premises acquired for own use (office building for own operations): usually no permit needed under Art. 2 para. 2 lit. a BewG.
- Residential or yield-bearing real estate: permit required — strict conditions, often refused.
Recommendation: for pure service businesses (consulting, trade, IT) Lex Koller is no obstacle. For real-estate business models, prior legal clarification.
Hurdle 3 — Sanctions compliance (especially UA/RU)
Switzerland has since 28 February 2022 adopted the EU sanctions package against Russia and Belarus (Ordinance on measures in connection with the situation in Ukraine, SR 946.231.176.72). Sanctioned are:
- Persons on the EU sanctions list (asset freeze, travel ban)
- Entities with Russian/Belarusian background in sanctioned sectors (defence, energy, certain banks)
- Beneficial owners (UBO) even when formally acting through nominees
Consequences for company formation:
- Sanctioned persons may take no role in a Swiss company (shareholder, member, board, manager, beneficiary)
- Banks systematically refuse account opening when UBO has RU/BY background — even without formal sanctioning
- Sanctions due diligence is mandatory before any formation with RU/BY involvement (SECO-compliant review)
Practical tip for Ukrainian founders: Ukraine is not sanctioned. Status S holders, Swiss Permit-B Ukrainians and Ukrainian investors can form regularly — but banks often do extended compliance (source of funds, prior business with Russia). Patience + clean documentation required.
Practical tip for Russian founders: difficult but not impossible. Conditions: no UBO sanctions involvement, EU/CH residence with valid permit, transparent capital origin, lawyer confirmation of sanction freedom. Cantonal banks and PostFinance are often more open than UBS/Raiffeisen.
Hurdle 4 — Residence permit for operational activity
Pure formation as shareholder does not require a residence permit — notarisation by power of attorney.
Operational activity in Switzerland:
| Status | Authorisation |
|---|
| Swiss citizen / Permit C | Full, unrestricted |
| B EU/EFTA | Full, incl. self-employment |
| B third country | Depending on grant reason — self-employment often requires permit |
| L short stay | Narrowly limited, usually tied to employer |
| Status S (Ukrainians) | Employed + self-employed after labour-office notification |
| Visa (third country without permit) | Only short business trips, no operational management |
Self-employment permit under Art. 19 FNIA (for third-country nationals without other grant): high requirements — economic interest for Switzerland, financial security (usually CHF 250,000+ investment), business plan, job creation. Cantonal authorisation, usually very restrictive.
Practical procedure: Swiss GmbH for foreigners
Phase 1 — Preparation (2–4 weeks):
- Sanctions compliance check (mandatory for RU/BY involvement)
- Organise Swiss-residence signatory (co-founder / employed manager / fiduciary)
- Mandate Swiss notary/lawyer
- Prepare passports + identity documents with apostille/legalisation
- Draft articles
- Bank inquiries at multiple Swiss banks in parallel
Phase 2 — Account opening (2–6 weeks):
- Bank compliance review (UBO declaration, capital-origin proof, business plan)
- Open blocked account
- Pay in share capital
Phase 3 — Notarisation + HR entry (1–3 weeks):
- Notarial deed (own presence or power-of-attorney)
- Constituting board meeting (for AG)
- HR application with Lex-Koller declaration
- SOGC publication
Phase 4 — Follow-up obligations (2–4 weeks):
- AHV registration, VAT, UVG, BVG
Realistic total: 8–16 weeks for foreign founders (vs. 4–8 weeks for Swiss).
When legal advice is particularly useful
- RU/BY involvement — sanctions due diligence, bank confirmation
- Lex Koller-relevant business models — real estate, construction, hospitality
- Self-employment permit Art. 19 FNIA — business plan, cantonal authority communication
- Complex holding structures across multiple countries
- Powers of attorney and notarisations from abroad — form requirements, apostille, translation
- Tax-residence questions — consequences for personal tax in home country
- Family reunification after formation — coordinated migration and business strategy
Related topics
Permits in detail
Official sources
Frequently asked questions
Can I as an EU citizen found a company in Switzerland?
Yes. EU/EFTA citizens have simplified access. For business activity in Switzerland you need a residence permit (B EU/EFTA for self-employment) and the company must have at least one signatory with Swiss residence (Art. 814 para. 3 CO for GmbH, Art. 718 para. 4 CO for AG).
Can I as a Ukrainian with Status S found a company?
Yes. Status S allows employed and self-employed activity upon notification to the cantonal labour office. A sole proprietorship is easily possible. For GmbH/AG the Swiss-residence requirement must additionally be met — either by you (Status S meets the residence criterion) or by a Swiss co-manager.
Do I need a visa to found a company in Switzerland?
For pure formation as shareholder, no — notarisation can be done by power of attorney. For operational activity in Switzerland (presence, work) third-country nationals need a residence and work permit. For investor-founders an Art. 19 FNIA permit can be applied for — high requirements (economic interest).
What is Lex Koller and does it affect my company?
Lex Koller (BewG, SR 211.412.41) restricts acquisition of Swiss real estate by persons abroad. For a Swiss company it applies when the company intends to acquire or hold real estate AND foreign persons exercise control (majority of voting rights, financial control). The Lex-Koller declaration is mandatory part of the HR application.
How are Swiss sanctions applied for UA/RU founders?
Switzerland has largely adopted the EU sanctions package since 2022 (Embargo Act, SR 946.231). Persons or entities on the EU/Swiss sanctions list cannot be shareholders, members, managers or beneficiaries of a Swiss company. Sanctions due diligence is mandatory before any formation with RU/BY involvement — banks refuse account opening if UBO sanctions cannot be ruled out.
Can I form my company entirely from abroad?
Partially. Notarisation by power of attorney is possible (notarised foreign power of attorney with apostille or legalisation). Account opening is increasingly possible remotely (video identification) but Swiss banks are very cautious with RU/UA founders. The mandatory Swiss-residence signatory is often provided via a Swiss fiduciary or lawyer.
What does forming a Swiss GmbH cost foreigners additionally?
On top of standard costs (CHF 1,200–3,000): apostille/legalisation of home-country documents (CHF 100–500 per document), translations (CHF 50–150 per page), Swiss fiduciary/lawyer fees for residence signatory (CHF 200–500 monthly), bank compliance review (free but time-intensive 2–6 weeks).