Setting up a company in Lugano: requirements, costs and what you need (SA and Sagl)

Yes, an Italian citizen can set up a company in Lugano, even without relocating. Swiss law, however, sets a condition that many discover late: the company must be able to be represented by at least one person resident in Switzerland.

SA or Sagl: the two most common forms

Sagl (limited liability company)

• Minimum capital: CHF 20,000, fully paid in.

• Partners: entered in the commercial register, and therefore public.

• Suitable for: operating businesses, small and medium-sized enterprises.

• Incorporation: notarial deed.

SA (company limited by shares)

• Minimum capital: CHF 100,000, of which at least CHF 50,000 paid in.

• Shareholders: not publicly disclosed.

• Suitable for: groups, holding companies, transactions with investors.

• Incorporation: notarial deed.

A Sagl costs less and is simpler to run. An SA offers greater confidentiality over the shareholder base and is better suited to new shareholders joining and to future sales.

The requirement that matters: a representative resident in Switzerland

Every SA and every Sagl must be able to be represented by a person resident in Switzerland. If the entrepreneur remains in Italy, a resident director or managing officer with registered signing authority is therefore required.

This is more than a formality. That person is accountable for the management and must genuinely know the company. A figurehead director creates problems in Switzerland and, above all, in Italy (see the article “Is it worth opening a company in Switzerland?”).

What you need, step by step

1. Choice of legal form and company name, checked against the Zefix register.

2. Articles of association, registered office in Lugano or Ticino, and appointment of the corporate bodies.

3. Opening of a capital deposit account with a Swiss bank and payment of the capital.

4. Notarial deed before a notary.

5. Entry in the Commercial Register of the Canton of Ticino and publication in the Swiss Official Gazette of Commerce.

6. VAT registration, if turnover requires it, and registration with social insurance if there are employees.

How much it costs to set up a company in Ticino

For a Sagl, the Federal Government's guidance is: advisory fees CHF 600 to 2,000, notary CHF 700 to 2,000, commercial register approx. CHF 600 for capital up to CHF 200,000. The 1% stamp duty applies only to capital above CHF 1 million. For an SA, notarial costs are generally higher.

On top of these come recurring costs: resident director, accounting, audit unless waived, registered office.

What if I want to relocate as well?

An EU citizen who wishes to work in their own company from Switzerland needs a B residence permit, granted on proof of genuine activity. In that case they can act as the resident representative themselves. We cover this in the article “Moving to Lugano”.

How we work

Collina d'Oro Consulting SA assists entrepreneurs, including Italian entrepreneurs, with the legal aspects of incorporating and governing companies in Ticino, coordinating the notary, the bank and licensed tax advisers.

Sources: KMU.admin – Sagl: capitale e costi · KMU.admin – Società anonima · KMU.admin – Cittadini UE/AELS