STARTING YOUR OWN BUSINESS A Guide To Setting Up A Company In Switzerland
STARTING YOUR OWN BUSINESSBanque Cantonale VaudoiseP. O. Box 3001001 Lausanne0844 228 228www.bcv.chAvenue d’Ouchy 47P. O. Box 3151001 Lausanne41-953/17.09www.cvci.ch021 613 35 35Starting your own business – A guide to setting up a company in SwitzerlandA guide to setting upa company in Switzerland
ContentsPreface1I. Turning your idea into a plan1. Getting to know your market2. Setting prices3. Getting the word out4. Reality check5. Basic financing6. Financial plan7. Business plan8. What about you?348101216192428II. Turning your plan into a business1. Government authorization2. Do you need a work permit?3. Selecting the legal structure4. Choosing a company name5. Intellectual property6. Setting up your company7. Accounting8. Taxes9. Swiss pension system10. Payroll taxes11. Basic labor law12. Land and buildings13. Financial assistance from the Canton of Vaud3233343540414450525556626670III. Alternatives to starting a company1. Buying an existing company2. Buying a franchise727274IV. Useful addresses75V. Glossary77Important legal informationWaiver of liability. While we make every reasonable effort to use reliable information, we make no representation or warranty of any kind that all information contained in this document is accurateor complete. We disclaim all liability or responsibility for any loss, damage or injury that may result directly or indirectly from this information.No offer or recommendation. This document is for information only. It does not constitute an offer, an invitation or a recommendation to buy or sell specific products. The information and opinionscontained herein are subject to change without notice.Distribution restrictions. Certain transactions and/or the distribution of this document may be prohibited or subject to restrictions for persons subject to other jurisdictions than Switzerland (e.g.,Germany, the UK, the EU, the USA and US persons). The distribution of this document is only authorized to the extent allowed by the applicable law.2017 editionTrademarks and copyright. The BCV and CVCI logo and trademark are protected. This document is subject to copyright and may not be reproduced unless the reproduction mentions its author,copyright and all the legal information it contains. Prior written authorization from BCV and CVCI is required to use this document for public or commercial purposes.
PrefacePractical guidance to help you succeedin your business ventureHumans need to shape the environment aroundthem. We see evidence of this all around, such asin architecture and the visual arts. This need is alsothe driving force behind entrepreneurship. Theextraordinary level of personal commitment entailedin starting a business makes it a unique experience.Anyone who has been involved in a start-up knowsjust how rewarding it is, but also how intense anddifficult it can be.To help entrepreneurs in Vaud Canton get out ofthe starting block, Banque Cantonale Vaudoise(BCV) and the Vaud Chamber of Commerce andIndustry (Chambre Vaudoise du Commerce et del'Industrie, CVCI) have teamed up to prepare thisguide. Starting a business is a multi-step process:assessing and honing the feasibility of a project,preparing a strategy and scenarios, and taking care ofthe administrative side of things. This guide providespractical information that will boost your chances ofsuccess.Claudine AmsteinDirector of the CVCIOur two organizations enjoy close ties with smallbusinesses and already support entrepreneurs in avariety of ways. We bring our respective expertiseto bear in this guide, with the ultimate aim ofcontributing to the growth of the Vaud economy.BCV is the leading bank in Vaud Canton thanks toits financing solutions, banking services and financialadvice, and it works closely with its commercialclients to help them grow. The CVCI, one ofVaud’s leading economic associations, provides itscorporate members with advice and useful trainingcourses. It also offers a unique forum for discussion,allowing companies to benefit from each other’sexperience.Helping entrepreneurs start a business on a solidfoundation is doubly satisfying. Not only do weshare in their satisfaction, but we also know that thestart-up will strengthen Vaud’s economy. While largecorporations and multinationals tend to take thespotlight, micro and small businesses are also vital tothe region and may even become tomorrow’s largecorporations.
I. Turning your idea into a planHave you always dreamed of starting your ownbusiness and being your own boss? Are you alreadya successful entrepreneur in another country andwant to enter the Swiss market? Do you have abreakthrough idea for a start-up and feel ready tomake the leap?Whatever your goal, this guide provides you withthe information, advice and tools you need to makethe process as smooth as possible.The first part of the guide starts you on the path tosuccess. It covers the topics you will need to includein your business plan. A business plan is essentialbecause it requires you to develop an overall visionof your project. It also helps you assess the feasibilityof your project, which is a key concern for potentialinvestors.After reading the first part of the guide andfollowing our recommendations, you should bein a position to decide whether to move forward.You may determine that the time is ripe – or that itmakes more sense to wait. You may even make thedifficult call to shelve your project indefinitely.If you decide to pursue your business idea, youwill want to read the second part of this guidevery carefully. There we provide an overview of theadministrative and legal requirements you need tobe aware of.As you will see, Switzerland is a business-friendlycountry, but turning your idea into reality has itscomplexities. The language barrier shouldn’t be oneof them.Thanks to this guide, English speakers can navigatethe Swiss system with confidence. Wherever possiblewe include links to useful English-language websites;where none are available, we include the bestFrench-language ones we know. We also provide,both in the guide itself and in a handy glossary atthe end, the most important terms and propernames, in both French and English, that you willencounter on the road to entrepreneurship.While this guide provides a roadmap for starting abusiness in Switzerland, it’s also a good idea to haveEnglish-speaking experts at your side throughout theprocess. For this, you can count on both the CVCIand BCV.2 3
I. Turning your idea into a plan1. Getting to know your marketThe starting point for any business venture is getting to know your market. Take the time to assess what youknow and don’t know, and then do the necessary research to fill the gaps. Here are some questions to get youstarted.The marketQuestions to considerIs there a market for your product or service?How big is this market?Is it a niche market with a small number of potential consumers, or is your target audience sizeable?4 5What are the current trends in this market? Where does it seem to be headed?Are companies in this sector subject to specific regulations?Could technological advances affect this market in the future?Where to find the answersThe internet is a good starting point.Specific information on your target consumers may be available in studies published by the government or byprofessional associations, newspaper articles, specialized reviews and existing market studies.Check out the Useful Addresses on pages 74-75 for help in finding specific information. There are numerousorganizations, both governmental and professional, that can provide useful advice and help you as you start yourbusiness.
I. Turning your idea into a planCustomers and suppliersQuestions to considerWho will your main customers be? Can they be grouped by geographical, demographic, sociocultural or othercriteria?What are your customers’ needs, and what drives their decisions? How many criteria are there? How are theylikely to change over time?Who are your main suppliers?Are you likely to be reliant on any one of your suppliers? If so, can that supplier be replaced quickly if necessary?Where to find the answersBefore starting out, try to survey potential customers about your product or service.Depending on the size of your project and your timeframe, bringing in specialists to help with your marketresearch may be worthwhile.The internet is an effective tool for getting to know your customers and their needs. People often reviewproducts and services, specifying what they like and don’t like.Identify potential suppliers through internet research and/or professional associations.CompetitorsQuestions to considerWho are your competitors? What are their respective market shares? How are their market shares likely to changeover time?What are your competitors’ main strengths and weaknesses?What’s their pricing policy? What’s their approach to product/service differentiation?Are the technical and/or financial barriers to entering the market low (raising the risk of new competitorsappearing)?How do you expect your competitors to react to your company? How will you react and adapt in response toyour competitors’ strategy?Where to find the answersTo size up your competitors, visit their websites and points of sale or call them. Follow them on social media.Note down all prices, but pay special attention to the quality of the service and to the means of communicationthat they use.To complete the picture, find internet reviews of your competitors’ specific products and services.
Once you know your market, your competitors andyour customers through and through, you will havea better idea of how to plan your own start-up andmake your idea work.6 7ARTE BEAUTY & WELLNESS Started: October 2006 Business: Wellness center Founders: Antonio Piovoso and Luciano Russo Headquarters: Lutry Number of employees: 35 staff including 12 traineesWhen he created Arte Beauty & Wellness with LucianoRusso, Antonio Piovoso was looking to put his managementexperience to work in the beauty world. His aim? To makethe company more profitable by streamlining the planningprocess and enhancing productivity. He did this by introducing digital scheduling and sales management applications,which enable employees to easily access any informationthey need. Staff also received training in a range of beautytreatments rather than just one.This meant that the company could offer something new:a full line-up of easily affordable beauty treatments – fromhairstyling and manicures to massages.Piovoso would remind anyone looking to enter the beautymarket that “while specialization may be important, diversification reduces risk – just like in any business.” And this strategy haspaid off: in addition to their first salon in Lutry, Arte Beauty &Wellness opened a second salon on the EPFL campus in 2013.“Our people are aninvestment for ourcompany.”Investing in traineesIn a sector where staff turnover is high, Piovoso was facedwith two major challenges: recruiting the right people andmanaging them smartly. He decided to make full use oftrainees, teaching them in-house to carry out a range oftreatments, from hairstyling and manicures to facials andother beauty treatments. This means his staff can be moreflexible than those who have followed more traditionalbeauty courses. And each employee works four days a weekso the salons can stay open for longer. Piovoso would advisebudding entrepreneurs to find staff they can really rely on:“Our people are an investment for our company. We wantto make going to work an enjoyable experience for them.” Hewent about introducing this innovative approach gradually,making sure his staff were on board and testing differentthings out. And to develop the business, he knows howimportant it is to listen to his customers – and see his bankmanager regularly. “That can really help you to structure yourbusiness plan when you’re starting out.”
I. Turning your idea into a plan2. Setting pricesOne of the key success factors will be your pricingpolicy, as it will have a direct impact on yourcompany’s profitability. Poorly calculated prices canundermine all your other efforts in terms of productdevelopment, communications and sales.Many companies apply this classic formula:COST PROFIT MARGIN PRICEOne advantage of this formula is its simplicity. But itdoes not take into account important factors like: consumers’ perception of your prices the type of product you are marketing your target market share.So the first step is to gauge your customers’ reactionto your prices and then factor that into your pricingpolicy.Consumer behavior can be understood in a numberof ways, including by the importance consumersattach to prices.1Bargain hunters2Smart shoppers3Big spendersLooking for thelowest priceSeeking thebest value fortheir moneyWanting theprestigeand exclusivity thatgo with spendingmoreFor the first category, bargain hunters, price is thekey factor in the decision to buy.The second category comprises value-orientedconsumers. They consider themselves smartshoppers, as they care about the level of quality theyget for a given price.Big spenders, the third category, consider price anindicator of quality and exclusivity.
When deciding how much to charge, you shouldknow what customers are willing to pay for yourproduct or service. Do some research into yourcompetitors’ prices and draw up a table of pricesthat people currently pay for similar products. Besure to take quality into account when setting yourown prices.The type of product or service proposed also playsan important role in your pricing policy. With someluxury products, for example, the cost price is a smallcomponent of the selling price and the rest consistsof margin. But when it comes to everyday products,high margins may translate into low sales and makeyour revenue target unrealistic.Your market-share target can provide someguidance. In general, if you want a large marketshare, you will probably have to set your prices closeto those of the competition. On the other hand,if you are offering a higher-end product or service– suggesting a relatively small target market – youmay want your prices to be above those of thecompetition in order to highlight the perception ofexclusivity and quality.InsightThere are other aspects worth considering whendefining your pricing policy:Quantity discounts: If you offer quantity discounts,you will have to set percentages that make sense.Payment deadlines: Your pricing policy may takeinto account the payment deadlines you give yourcustomers. In Switzerland, the payment deadline isusually 30 days following the invoice date. Will yougrant a discount for early payment?Related services or customer service: These can addvalue to your product, so consider whether you willprovide them and, if so, whether you will charge forthem or not.8 9
I. Turning your idea into a plan3. Getting the word outTo let people know about your products and services,you will have to use the right advertising channelsto reach your target consumers without going overbudget.Key stepsPrepare a budget.Define your objectives and targets. For example, howmany consumers do you aim to reach?Select the promotional methods that fit your budget– you may find some ideas in the list in the nextcolumn.Regularly analyze the results of your marketing effortsto assess the return on investment. Did you meetyour objectives? If not, figure out what didn’t workand then adapt your promotional methods or tryother ones.Promoting your product or serviceNot sure how to market your product? Here are someideas.WebsiteThese days, almost everyone uses the internet tobuy products and services. Use the web – set up awebsite or write a blog – to present your product orservice and highlight your strengths and special offers.Your web strategy will be dictated by your objectives,internet know-how and financial means.Social networksTake advantage of any social networks you useto inform friends and acquaintances about yourproducts or services. They may pass along the newsto their own contacts. Facebook, LinkedIn and Twittercan all be used effectively in this way.You can also send out targeted ads on social media ifyou’re on a tight budget.Brochures and catalogsThese are essential for informing people about yourbusiness and promoting your products or services.You should distribute them to potential customers.NewspapersAdvertise locally, because people are keen onsupporting local businesses. You could also write anarticle about your business: local newspapers may beprepared to publish your article if you have somethingto say that’s original or that refers to a hot topic.
Expos, fairs and trade showsYou can reach a large target audience this way,although the investment in terms of time and moneycan be significant.Professional associations in your business sectorJoining a professional association gives you accessto useful information and services and anotheropportunity to promote your business.CrowdfundingGetting your project onto a crowdfunding websitewill also create buzz. This may attract media attention,and your backers will spread the word too.Word of mouthIn an age of sophisticated communication andmarketing tools, word of mouth remains an effectiveway to let people know about your product or serviceand, ultimately, to boost your sales.Encourage existing customers to recommend yourcompany to friends and acquaintances. And besure to develop a good relationship with other localbusinesses that could recommend you to their owncustomers.Online directoriesBeing listed in online directories such as the yellowpages can be useful for promoting your businesslocally.It won’t cost you anything to create a business listingin Google My Business, where people conducting aninternet search will quickly find you.10 11
I. Turning your idea into a plan4. Reality checkBefore embarking on your business adventure, youneed to know whether the product or service youwish to sell has real sales potential.Ask yourself the following questions: Has my idea already been developed by someoneelse? How many other companies offer the sameproduct or service? Is my idea really original, or is it better than existingproducts or services? Why, and how?InsightPut yourself in the shoes of a potential customer andlook for products or services like yours. Do internetsearches and check out the online yellow pages.12 13At this point, you should break down and assessyour project through a SWOT analysis. You can thenbounce your project off friends and family and seewhether they are as enthusiastic about it as you are.SWOT analysisA SWOT (strengths, weaknesses, opportunitiesand threats) analysis is a quick way of gauging therelevance of your business idea and defining astrategy for moving ahead with it. With this tool youanalyze the project’s strengths and weaknesses andidentify opportunities and threats in the businessenvironment. One of the advantages of this methodis that it focuses your attention on the importanceof external factors, because one of the key successfactors is being able to adapt to the market.
I. Turning your idea into a planHow does a SWOT analysis work?Internal originHelpfulS WO TStrengthsOutside originHarmfulOpportunitiesWeaknessesThreats1. Set up a matrix with four sections: strengths,weaknesses, opportunities and threats.2. In the upper left box, list the strengths of yourproject along with your own strengths.Ask yourself the following questions: What are you best at doing? In what waysdoes your product stand out? How good ofa salesperson are you? How extensive is yourconcept of service and support? Why is your idea a good one? What sets you apart from the competition? What are you bringing to the market?3. In the upper right box, list your weaknesses andany internal risk factors that could have an impacton the smooth functioning of your business.Consider these questions: Do you have sufficient resources? Consider thestart-up capital you’ll need, but don’t forgetabout human resources, and the space andequipment required. Will you be able to hire people with thenecessary training and experience? Do you have the leadership skills you need? Do you have the money you need to properlymarket your product or service? Will yourmarketing match that of your competitors?
4. To identify opportunities in your target market,ask yourself: Is there demand for your product or service? Is the market large enough to absorb newentrants? Is it a growth market? Are any competitors faring badly? Could your sales be boosted if new marketsopen? Do you see any opportunities presented bytechnological advances or new ways of doingthings?5. Have a look at the final component of the SWOTanalysis, i.e., external threats that could undermineyour project: Is the market likely to experience a large influx ofnew entrants? Would business volumes be sharply impactedby new regulations? Could evolving technologies render yourproduct or service obsolete?Results of your SWOT analysisNow that you have your SWOT profile, take sometime to think about it. Focus on making the mostout of the situation at hand. How can you maximizeyour strengths and opportunities? What measurescan you take to overcome your weaknesses andminimize threats?InsightThe SWOT analysis is based on your subjectivejudgment, so be as realistic as possible and assesseach category without downplaying any negativefactors. If possible, challenge your assumptions byrunning them past someone else.14 15
I. Turning your idea into a plan5. Basic financingYou will have to determine the financing you needto start your company and reach your targets.Do you have the money yourself, or will you have toseek outside financing? It is important to think thisthrough as early as possible.Types of bank financing Operating line of credit: This is a credit line onyour current account and allows you quick accessto working capital to pay for inventory, make upfor insufficient cash flow and cover any short-termcash needs. This type of loan may be unsecured oryou may have to provide some form of collateral.Equity capitalDo you plan to get funding for your project fromoutside investors? To win over investors, a viableproject is not enough: you will have to prove yourcommitment by contributing some of your ownmoney to the equity capital. The equity capitalwill be drawn on first if your business encountersfinancial difficulties. Leasing or equipment financing: These twosolutions can be used to finance the purchase ofmachines, furniture, vehicles, computer equipmentand other physical goods. These loans are made fora fixed period with a detailed repayment schedule. Property financing: Different types of mortgageloans allow you to purchase or renovate youroffices or manufacturing facilities.Debt capitalIn addition to equity capital, you may also need totake out bank loans.Here are the main factors that banks will look atwhen analyzing your loan request: Financial factors: your income and assets, thefinancing structure you defined, and your company’sability to pay its bills, including the loan principaland interest (see financial plan on page 19). Qualitative factors: your professional experience,the market and the competition. Other relevant information, including any pastpayment problems or outstanding legal issues.InsightSpeak with your bank advisor, who will give youexpert advice in terms of financing and cashmanagement and who can be a good sounding boardfor all other financial aspects of your project too.
Loan security (collateral and loan guarantees)If you take out any type of bank loan, you willalmost certainly have to provide some sort of loanguarantee or collateral. The bank will take intoaccount the value and type of security you offerwhen it analyzes your loan application.Generally accepted collateral includes listedshares, land and buildings, and, to a lesser extent,equipment, accounts receivable and the businessitself.How do loan guarantees work? To protect its loan,the bank may allow the borrower to name a personor company to act as guarantor for the loan. Theguarantor agrees to repay the loan (together withinterest and fees) if the borrower defaults. In Frenchspeaking Switzerland, Cautionnement Romandacts as a loan guarantor. Its mission is to promoteeconomic development and job creation in theregion through loan guarantees. The company helpsget loans for sole proprietors and small businessesthat do not have the needed start-up capital orsufficient collateral.For more on loan guarantees:www.cautionnementromand.chOutside investorsFor a large-scale project entailing a significantinitial investment, you may need to call on outsideinvestors. One potential source of investmentis venture capital firms, which generally take atemporary, minority position in the capital ofpromising start-ups. In addition to financing, theyalso share their advice and experience.Alternatively, you can seek funding from privateinvestors like business angels, who invest ininnovative businesses with high growth potential.There are a number of ways to get into contact withangel investors in Switzerland. You can start with theCVCI (www.cvci.ch) or simply search for business angelson the internet.CrowdfundingCrowdfunding – which means getting a large numberof people to invest in your start-up – is a growing business in Switzerland. And online crowdfunding platformshave become increasingly widespread with the expansion of the internet and social media.There are several different crowdfunding models withdozens of platforms dedicated to each type. If you’reinterested in this type of funding, make sure you get allthe information you can about the various platforms– such as how they work and the kind of users theyattract – so that you can choose the one most suitedto your business, image, and target audience.Most of Switzerland’s crowdfunding platforms are listedon the following website:www.swisscrowdfundingassociation.ch16 17
I. Turning your idea into a plan6. Financial planThis financial analysis forces you to think about thefuture of your company in very concrete terms. Thefinancial plan is also a key element of your businessplan.Your financial projections should cover a sufficientlylong period – at least three years, if possible –and include a projected balance sheet, incomestatement, cash flow statement and financingplan. These documents then need to be regularlymonitored and updated.Projected balance sheetPotential investors will be keen on seeing yourbalance-sheet projections for the first few years ofoperation.The balance sheet provides a snapshot of yourcompany’s assets. It summarizes, at a given point intime, the company’s assets and liabilities (which are,by definition, equal): Assets refer to the resources available to thecompany to carry out its business. They areclassified by degree of liquidity (i.e., availability). Liabilities represent claims against the company’sassets. They comprise equity and debt capital, andare ranked by seniority of the claims.Fixed assetsLong-term liabilitiesFinancial investmentsTangible fixed assetsIntangible assets Current liabilitiesDueCurrent assetsCash and cash equivalentsAccounts receivableFinished goodsRaw materialsLiabilities–Available Assets–All start-ups require a financial plan, which can bedeveloped once you’ve nailed down your sales andmarketing approaches. This plan, which includesfinancial projections, must be based on all thepreparatory work you’ve done thus far. In otherwords, your task is to translate all the variables youdefined in the previous steps into financial terms.EquityRetained earningsRule of thumbOn your balance sheet, the liquidity of assets shouldbe consistent with the due dates of liabilities. In otherwords, current assets should be sufficient to covershort-term debt obligations, and long-term liabilities(both debt and equity) should be sufficient to financefixed assets.InsightYou can derive a number of useful indicators fromyour balance sheet. These indicators can be used toassess the financial soundness of your company andto track its financial position over time.For more information on the balance sheet, keyindicators and how they are used, visit: www.bcv.ch/entreprises.18 19
I. Turning your idea into a planProjected income statementThe projected income statement shows how youexpect your company’s revenues and expenses –and thus its overall performance – to evolve. Youshould do a three-year projection. This will requirecareful consideration of how various aspects of yourbusiness could change over time, such as sales, pricesof raw materials, your actual products and services,rental costs, spending on marketing, personnel costs,etc.In accounting terms, your analysis will lead toestimated figures for gross and net earnings. As thisis a forward-looking exercise, the byword should becaution. Do not underestimate future charges anddo not overestimate future revenues. Be realisticrather than optimistic.Projected earnings figures need to be realistic, asthey will allow potential investors to calculate theirestimated return on your company.Year 1Year 2Year 3Income statementTotal revenuesminus Cost of goods soldGross profitminus Salariesminus Payroll taxesminus Consumablesminus Maintenanceminus Advertisingminus Insurance, fees, authorizationsminus Electricityminus Rentminus Debt serviceOperating incomeplus Extraordinary gain (loss)plus Other income (expense)minus TaxesNet profit (loss)InsightAt this stage it may make sense to work on yourlonger-term vision for your company. Consider thefollowing questions: What is my three-year target? How will I reach that target? How will the structure of my company change as thecompany grows? Do I have what I need to achieve my goals?
Cash flow projectionThis forward-looking document can help youanticipate problems with cash flows or operationalmanagement. Don’t underestimate the importanceof cash flow
STARTING YOUR OWN BUSINESS Banque Cantonale Vaudoise P. O. Box 300 1001 Lausanne 0844 228 228 www.bcv.ch 41-953/17.09 Avenue d'Ouchy 47 Starting your own business - A guide to setting up a company in Switzerland P. O. Box 315 1001 Lausanne www.cvci.ch 021 613 35 35. Important legal information
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