Foreign parent
Swiss subsidiary
A separate, ring-fenced Swiss AG or GmbH under the foreign parent: the form when the presence is permanent and the liability must be contained.
Swiss subsidiarySwiss branch office
(Zweigniederlassung)
A Swiss branch is a registered presence in Switzerland for a foreign company, able to trade, contract and employ here, but not a separate legal entity. The parent stays fully liable, and no separate Swiss capital is needed. It is the lighter route to test the market; a subsidiary is the route to ring-fence it. We weigh the two, provide the resident representative, and run the registration.
At a glance
A Swiss presence without a Swiss company.
Registered and operational, but part of the parent, which stays liable.
- Legal status
- Part of the foreign parent
- Separate capital
- None required
- Liability
- Parent fully liable
- Resident rep
- At least one, required
- Taxation
- On profit attributable to the branch
The essentials
What a Swiss branch is, and when it fits
A Swiss branch (Zweigniederlassung) is a permanent place of business that a foreign company registers on the Swiss commercial register. It can trade, contract, employ and be sued in Switzerland, yet it has no legal personality of its own — in law it is part of the foreign parent. That single fact drives everything else: no separate capital, but no separate liability either, because the parent stands behind it.
When a branch is the right call
- a foreign company testing the Swiss market before committing fully;
- a presence that needs to invoice, contract or employ locally, not a new entity;
- a structure where the parent is comfortable carrying the Swiss liability;
- a case where home-country rules make a branch’s early losses useful.
When a subsidiary is better
If the Swiss presence is permanent, if the liability needs ring-fencing, or if local credibility and clean treaty access matter, a subsidiary, a separate Swiss AG or GmbH, is the form. The decision below sets out where the line falls.
The decision
Branch or subsidiary
Both give a foreign company a real Swiss footing. The difference is liability and how committed the presence looks, and that difference is the whole decision.
| Branch (Zweigniederlassung) | Subsidiary (AG/GmbH) | |
|---|---|---|
| Separate legal entity | No, part of the parent | Yes, own Swiss company |
| Liability | Parent fully liable | Ring-fenced to its capital |
| Swiss capital | None required | CHF 100,000 / 20,000 |
| Resident representative | Required | Required (resident director) |
| Reads as | Arm of a foreign company | Committed Swiss entity |
| Set-up weight | Lighter | Fuller (capital, governance) |
The table is the starting point. Which is right turns on how permanent the Swiss presence is, how much liability the parent will carry, and whether local credibility or treaty access is doing real work, all of which we settle before filing anything.
How it runs
How a branch is registered
Most of the work is the foreign parent’s documents, not the Swiss filing. Timings are driven by the home-country paperwork, which is why it starts early.
- Step 1
Structure & representative
Confirming the branch is the right form, the registered office, and the resident authorised representative the registration requires.
- Weeks 1–2
Parent documents
Obtaining the parent’s register extract, articles and the board resolution to open the branch, legalised or apostilled and translated.
- Week 2–3
Register filing
Lodging the commercial-register application with the parent’s particulars, the branch name, purpose and the representative’s signing authority.
- Week 3–4
Bank, VAT & go-live
The Swiss bank account, VAT registration where turnover requires it, and branch accounting set up for the attributable activity.
- Ongoing
Representation & review
Maintaining the resident representative and office, and reviewing whether a subsidiary should replace the branch as the presence matures.
Budget
What it costs
A branch needs no separate Swiss capital, so there is no equity to lock up, one of its advantages over a subsidiary. The cost is the work: the document chain from the parent, the register filing, the resident representative and office, and the bank and VAT setup.
We quote a fixed budget in writing once the parent and the scope are clear. The value is a branch registered cleanly despite a foreign document chain, and operational from day one.
Ask for a fixed budget
What you need
What a branch requires
A Swiss branch is light on capital but specific on documents and representation:
- an existing foreign parent company in good standing;
- at least one Swiss-resident authorised representative;
- a registered office in the canton of the branch;
- the parent’s legalised register extract, articles and opening resolution;
- branch accounting and VAT registration where turnover requires it.
No capital means no shield
The branch’s great convenience, no separate Swiss capital, is the same thing as its great exposure: with no separate entity, there is no ring-fence, and a Swiss claim reaches straight through to the foreign parent’s assets. Companies sometimes choose a branch purely to avoid capitalising a subsidiary, without weighing that the parent now carries every Swiss liability. If the Swiss activity can generate real claims, the capital of a subsidiary is buying liability protection, not just formality. We make that trade explicit before you choose.
Why Goldblum
Branch registration: how we run it
The Swiss filing is routine; the foreign document chain and the resident representation are where branch registrations stall. That cross-border work is what we do for foreign parents.
Cross-border
The document chain handled
The parent’s extracts, articles and resolutions legalised, apostilled and translated correctly, so the Swiss register accepts the file the first time.
Resident
Representative and office
The Swiss-resident authorised representative and registered office the branch must have, provided and maintained where the parent has no one here.
Path on
Ready to become a subsidiary
An honest read on whether a branch or a subsidiary fits now, and the route from one to the other when the Swiss presence matures.
Related
The committed alternative
Institutional
AG formation
The CHF 100,000 stock corporation a subsidiary is usually built as: substance, a non-public ownership register and clean governance.
AG formationThe missing piece
Resident director & office
The Swiss-resident representative and registered office a branch must have to register, provided for parents without a presence here.
Resident director & office
FAQ
Swiss branch office: FAQ
01What is a Swiss branch office?
A Swiss branch (Zweigniederlassung) is a registered, permanent place of business in Switzerland that belongs to a foreign company. It can trade, contract, employ and be sued in Switzerland, and it appears on the Swiss commercial register, but it is not a separate legal entity. In law it is part of the foreign parent, which means the parent stands fully behind everything the branch does. It is the lighter way for a foreign company to establish a real Swiss presence without forming a separate company.
02Is a Swiss branch a separate legal entity?
No, and this is the defining point. A branch has no legal personality of its own; it is an arm of the foreign parent. The parent is liable for the branch's debts and obligations without limit; there is no ring-fence. That is the key difference from a subsidiary, which is a separate Swiss company whose liability stops at its own capital. If protecting the parent from Swiss liabilities matters, you want a subsidiary, not a branch.
03Branch or subsidiary: which should a foreign company choose?
A branch is simpler and needs no separate capital, but the parent carries the liability and the branch reads as an extension of a foreign company. A subsidiary is a separate Swiss AG or GmbH, with its own capital, its own ring-fenced liability, more local credibility and cleaner treaty access, at the cost of more capital, governance and substance. Test the market with a branch; commit to it with a subsidiary. We weigh the two against your liability appetite and how permanent the Swiss presence is.
04Does a Swiss branch need its own capital?
No. A branch has no minimum capital requirement because it has no separate share capital; it draws on the resources of the foreign parent. This is one of its attractions over a subsidiary, which must be capitalised with CHF 100,000 (AG) or CHF 20,000 (GmbH). The trade-off is the flip side of the same coin: no separate capital means no separate liability shield, so the parent's assets stand behind the branch.
05Does a Swiss branch need a resident representative?
Yes. A Swiss branch must have at least one representative who is resident in Switzerland and authorised to represent it, the branch's equivalent of the resident-director requirement that applies to companies. Without a resident representative the branch cannot be registered. Where the foreign parent has nobody resident here, we provide a qualifying resident representative together with the registered office, so the registration requirement is met.
06How is a Swiss branch taxed?
A branch is a permanent establishment, so Switzerland taxes the profit attributable to the branch under ordinary federal, cantonal and communal rules, while the rest of the parent's profit is taxed abroad. The attribution between branch and head office follows arm's-length principles. A branch can also be advantageous where its early losses are usable against parent profits in the home country, depending on that country's rules. We model the branch's Swiss tax position before registration.
07Can a non-EU company open a Swiss branch?
Yes. A company from any country can register a Swiss branch; there is no requirement for the parent to be European. The parent's existence and good standing are evidenced with legalised or apostilled corporate documents, often with certified translations, and a resident representative is appointed. The parent's nationality affects the paperwork and timing, not the right to register. We handle the document chain so a non-EU parent's branch registers cleanly.
08What has to be registered for a Swiss branch?
The branch is entered on the Swiss commercial register with its name (the parent's name plus a Swiss-branch designation), its registered office, its purpose, the resident representative and their signing authority, and the particulars of the foreign parent. Supporting documents on the parent (its register extract, articles and the resolution to open the branch) are filed, usually legalised and translated. We assemble and lodge the file so the entry is right the first time.
09Can a branch be converted into a subsidiary later?
Yes, and it is a common progression. A foreign company often starts with a branch to test the Swiss market, then, once the presence is permanent and the liability exposure grows, replaces it with a subsidiary, a separate Swiss company that ring-fences the risk and reads as a committed local entity. The transition is a planned restructuring rather than a simple amendment, and we handle it so the Swiss operation carries on without a gap.
10How long does it take to register a Swiss branch?
Typically a few weeks, much of it driven by the foreign parent's documents: obtaining, legalising or apostilling and translating the parent's register extract, articles and opening resolution. Once that file is ready, the Swiss commercial-register entry itself is quick. The realistic timeline is set by the home-country paperwork, not the Swiss step, which is why we start the document chain early.
11Does a Swiss branch need its own accounting and VAT?
A branch keeps its own Swiss accounts for the activity attributable to it, supporting its Swiss tax return, even though it consolidates into the parent. It registers for Swiss VAT where its turnover requires it, like any business operating here. The bookkeeping is lighter than a full company's in some respects but still must stand up to the tax authorities' attribution of profit. We set up branch accounting that is proportionate and compliant from the start.
Opening a Swiss branch?
Tell us about the parent and what the Swiss presence will do. A partner weighs branch against subsidiary, provides the resident representative, and runs the registration in full.