Setting Up a Company in Switzerland for Online Business: E‑commerce, Consulting, and Services

Published on July 27, 2026 and written by Cyril Jarnias

Building a 100% online business with a company based in Switzerland is attracting more and more European and international entrepreneurs. Predictable taxation, political stability, access to the European market via the EFTA, solid reputation with B2B clients: the ecosystem is attractive. But behind the postcard image lies a highly structured legal framework, with specific rules on legal form, VAT, accounting, data protection, and cross-border trade.

This article provides a comprehensive, practical, and data-driven overview for creating and operating a company in Switzerland dedicated to e-commerce, consulting, or digital services, based on the Swiss and European legal texts that concretely apply to this type of activity.

Choosing the Right Legal Form for an Online Business

In Switzerland, three forms dominate for digital activities: the sole proprietorship, the GmbH (limited liability company), and the AG (corporation). The choice of structure determines the capital to be tied up, the visibility of shareholders, the ease of bringing in investors, and the formalities for transferring shares.

Sole Proprietorship: Speed and Minimal Cost, but Unlimited Liability

The sole proprietorship is the fastest and cheapest way to test a consulting project or a small online services site. There is no minimum legal capital, and registration in the commercial register only becomes mandatory once annual turnover reaches 100,000 CHF.

GmbH: The Standard Structure for E‑commerce and Services

The GmbH is the preferred form for Swiss founders of small and medium-sized online enterprises. It accounts for approximately 43% of new formations. Its DNA fits very well with an e‑commerce site, a digital agency, or a consulting firm.

The minimum share capital is 20,000 CHF, fully paid up before registration. This capital is deposited into a blocked account (Sperrkonto) at a Swiss bank, which then provides the necessary certificate for the notary. Shareholders are published in the commercial register, ensuring transparency but limiting discretion.

The transfer of shares (quotas) is intentionally regulated: written declaration or qualified electronic signature, often notarization and approval by the shareholders’ meeting, followed by an update to the commercial register. This lock-in reassures long-term shareholders but complicates the rapid entry and exit of investors.

AG: For High-Growth Projects and Investors

The AG is the queen form for startups raising funds, holding companies, and international structures. The minimum capital is 100,000 CHF, of which at least 50,000 CHF must be paid up upon incorporation. As with the GmbH, a blocked account is opened at the bank to receive the capital before signing with the notary.

This structure revolves around capital and not people. Shareholders do not appear in the commercial register; only the management (board of directors and signatories) is public. For a founder who wants a certain confidentiality regarding shareholders, or for a family office, this is a major advantage.

Again, at least one member of the board of directors residing in Switzerland with signatory authority is mandatory, and the registered office must be Swiss. Tax-wise, an AG and a GmbH are treated similarly.

GmbH or AG: Decision Matrix for an Online Business

For an e‑commerce or digital services project, most cases come down to GmbH vs. AG. A pragmatic way to decide is to ask yourself three questions:

As long as the answer to all three questions is negative, the GmbH serves as the standard: cheaper to create, simpler to manage on a daily basis, perfectly suited for an online shop, an agency, or a consulting firm. It will always be possible to convert a GmbH into an AG later if the project scales up.

Procedure for Creating a Company in Switzerland for an Online Business

Once the legal form is chosen, creating a company for e‑commerce or consulting follows a fairly codified pattern, even though each canton applies its own nuances.

Name, Purpose, and Preliminary Checks

The company name must comply with strict rules. For a GmbH or AG, it must be distinctive, not misleading, and include the legal form (GmbH, LLC, AG, Ltd…). Before settling on a name, it is prudent to check its availability via Zefix, the central official index listing all Swiss companies, both active and dissolved.

The company purpose, stated in the articles and the commercial register, must reflect a real activity, for example “operation of online shops,” “consulting services in strategy and information technology,” or “development and marketing of software as a service (SaaS).” Formulations that are too vague or manifestly misleading may be rejected.

Resident Director, Registered Office, and Language of Documents

The law requires that at least one member of the management body (managing director for a GmbH, board member for an AG) resides in Switzerland with valid signatory authority. For a foreign entrepreneur, this means either moving to Switzerland yourself, obtaining a residence permit allowing independent activity, or mandating a trusted local director.

The registered office must be located in a Swiss canton and correspond to a physical address authorized to receive official mail. Documents submitted to the commercial register are drafted in the language of the canton (German, French, or Italian). A foreign entrepreneur will therefore have to deal with this linguistic reality or work with a local lawyer/notary.

Blocked Account, Notary, and Commercial Register

The incorporation of a GmbH or AG follows a very structured sequence.

Next, the bank issues a capital blocking certificate, which is given to the notary. The notary then drafts the deed of incorporation, the articles of association, and authenticates the signatures. Physical presence or a certified power of attorney is required for the notarial signature.

Post-Registration Steps: VAT, Social Insurance, and Specific Permits

Once the company is created, several steps must follow quickly:

– registration with the Federal Tax Administration for VAT if projected worldwide turnover exceeds 100,000 CHF,

– affiliation with the OASI/DI/EO compensation fund as an employer if employees are hired,

– obtaining any sector-specific permits if the activity involves regulated areas (finance, medical, etc.),

– opening an operational bank account (separate from the blocked account, which will be released into this account after registration in the commercial register).

For a standard e‑commerce activity selling non-regulated goods, no specific national “trading license” is required. However, selling medicines, cosmetics, food, or electronic devices requires compliance with product safety regulations(Federal Act on Product Safety) and, if applicable, oversight by authorities such as Swissmedic or cantonal laboratories.

Swiss VAT and Online Commerce: A Central Issue

For a service company or e‑commerce site, VAT is a pillar to understand from the start. Switzerland is neither in the EU nor in the customs union, and applies its own system, with different rates and rules.

VAT Rates Applicable to Online Activities

As of January 1, 2024, and for 2026, the Swiss VAT rates are as follows:

A B2B or B2C services site (consulting, digital marketing, IT development, online coaching) and most non-essential product shops therefore apply the standard rate of 8.1% to sales to customers located in Switzerland.

Thresholds for Liability and the Case of Foreign Companies

In Switzerland, the obligation to register for VAT depends on the company’s worldwide turnover. Any company – Swiss or foreign – that achieves at least 100,000 CHF in annual turnover globally and provides taxable services within Swiss territory must register.

The 100,000 CHF threshold is assessed on a rolling 12-month basis. Registration must occur within 30 days of the moment when the threshold is exceeded or foreseeable. For non-profit sports or cultural associations, this threshold is higher (150,000 CHF or 250,000 CHF depending on the case).

VAT and Cross-Border E‑commerce

Online sales of physical goods between Switzerland and the EU combine VAT and customs duties. Each package crossing the border requires an export declaration from the country of origin and an import declaration from the destination country. In Switzerland, the Federal Customs Administration handles these declarations, with duties determined by the TARES tariff.

For exports from Switzerland, the rule is clear: sales are exempt from Swiss VAT (0% rate) if actual export can be proven (e-dec export declaration, proof of exit from the territory, carrier tracking). The company retains the full right to deduct input VAT on costs related to these exports (purchases, logistics, marketplace commissions).

For electronic services and SaaS provided from Switzerland to individuals in the EU, European rules apply the country of consumption principle: VAT is due in the country of the customer’s residence. Since Switzerland is not an EU member, Swiss providers cannot directly use the European OSS system and must comply with the rules of each state where they exceed thresholds, often through a tax representative.

VAT Reform and Online Platforms: Towards the “Deemed Supplier” Concept

From 2025, Switzerland introduces a specific regime for e‑commerce platforms. Marketplaces that facilitate sales of goods to customers in Switzerland become, in many cases, “deemed suppliers“: legally, two transactions are deemed to occur, a sale from the supplier to the platform, then a sale from the platform to the Swiss customer.

Some activities are excluded from this mechanism, for example when the platform merely introduces parties without intervening in the order or collecting a commission, or when it only handles payment. But for many e‑commerce players, this reform radically changes the management of VAT on sales in Switzerland.

Calculation Methods and Simplifications for SMEs

Smaller companies may, under conditions, opt for the net tax liability rate method (or flat rate method), where a predefined percentage, depending on the sector, is applied to gross revenue to determine the VAT payable, without detailed calculation of deductible input VAT.

In 2026, these net rates vary by activity, for example around 6.1–6.2% for consulting services or IT services, with a revenue threshold to benefit from this regime of approximately 5,005,000 CHF. Above that, the company must switch to the effective method.

For a purely digital activity with many taxed input expenses (software, subcontracting, advertising), it is important to carefully compare the two methods: the net rate simplifies, but may prove more costly than an actual calculation of VAT.

Accounting, Record-Keeping Obligations, and Audits

Even for an online business without inventory or luxurious offices, Swiss accounting obligations are strictly regulated by the Code of Obligations.

Full or Simplified Accounting Based on Revenue

Any company carrying out a commercial activity must keep accounts and prepare annual financial statements. The law distinguishes two levels of requirement.

As soon as a sole proprietorship or partnership achieves an annual turnover of at least 500,000 CHF, it must keep full accounts, including inventory, balance sheet, and income statement. All legal entities (GmbH, AG, cooperatives, registered associations, foundations) are immediately subject to full accounting, regardless of turnover.

Financial Statements, Deadlines, and Filing

Annual financial statements include at minimum a balance sheet, an income statement, and notes. For large companies exceeding certain thresholds, a cash flow statement and a management report with additional information in the notes are also required.

The general meeting that approves the accounts must be held within six months of the close of the financial year, and the financial statements must be ready at least 20 days before that meeting. Individual (non-consolidated) accounts are attached to the annual tax return, and, depending on the canton and legal form, certain documents are also filed with the commercial register.

Record Retention and Digital Archiving

The Code of Obligations requires retention for at least ten years of accounting books, supporting documents, annual financial statements, management reports, and audit reports. This period runs from the end of the financial year concerned. Documents may be kept on paper or electronically, provided that their integrity, data accessibility, and readability are guaranteed.

For modifiable media (hard drives, cloud, etc.), technical measures such as electronic signatures and timestamps are necessary to ensure that no undetectable alteration is possible. Logs and log files must also be retained, and the company must ensure it has the equipment and software needed to read the archives for the entire statutory period.

Audit Thresholds and Consolidated Accounts

Audit obligations vary by company size. An ordinary audit is required when a company exceeds two of the following three thresholds for two consecutive financial years: balance sheet total greater than 20 million CHF, turnover greater than 40 million, average workforce of at least 250 full-time equivalents. Listed companies, certain cooperatives, and consolidated groups exceeding these thresholds automatically fall into this category.

As soon as a company controls, directly or indirectly, other companies, the obligation to prepare consolidated accounts arises, unless the entire group remains below certain thresholds, or the parent company is already integrated into a consolidated group audited according to recognized standards (IFRS, US GAAP, Swiss GAAP FER). Sole proprietorships and partnerships are never required to consolidate.

E‑commerce Law: Information, T&Cs, Prices, and Right of Withdrawal

Switzerland does not have a single e‑commerce law, but several texts very directly govern merchant sites and service platforms.

Mandatory Information on the Site and Order Process

The Federal Act against Unfair Competition requires that a provider offering goods or services electronically clearly and completely indicate its identity and contact address, including an email address. The site must also explain the different technical steps leading to the conclusion of the contract, how to detect and correct input errors before sending the order, and must confirm the customer’s order without delay, usually by email.

These requirements apply to both B2C and B2B. In practice, this translates into a clearly visible “Impressum” (legal notice), T&Cs accessible before validation, an order summary with an explicit acceptance button, and an automatic confirmation email.

Prices, Transparency, and Prohibition of Hidden Costs

The Ordinance on Price Indication requires that all prices intended for final consumers include VAT and mandatory costs. Shipping costs may be displayed separately but must be known to the customer before finalizing the order; hidden surcharges appearing only at the last click are prohibited.

No Legal Right of Withdrawal… but Commercial Practice

Unlike European law, Swiss law does not generally grant a legal right of withdrawal for distance purchases. A consumer buying online from a Swiss seller does not automatically have the option to return the product within 14 days, unless this has been contractually provided.

Cross-Border B2C and Applicable Foreign Laws

As soon as a Swiss site targets consumers in an EU member state (language, currency, delivery, targeted advertising), the rules of that country regarding consumer protection generally apply, including the 14-day right of withdrawal and the formal requirements that accompany it.

In contractual matters, for B2C, the law of the consumer’s country of residence largely prevails. It is therefore illusory to think of circumventing these protections by a simple clause choosing Swiss law in the T&Cs. The company must adapt its site, its flows, and its texts to the target countries, clearly distinguishing B2B and B2C offers when necessary.

Data Protection: Swiss FADP, GDPR, and Practical Obligations

The processing of personal data is a central issue for any online activity. Switzerland has adopted a modernized law, the new Federal Act on Data Protection (nFADP), in force since 2023, which is close in spirit to the European GDPR while retaining its specificity.

Scope of Swiss Law and Extraterritorial Effect

The nFADP governs the processing of personal data by private actors and federal bodies. It applies based on the principle of effects: as soon as processing produces effects in Switzerland, even from abroad, the law may apply. The supervisory authority, the Federal Data Protection and Information Commissioner (FDPIC), is competent for activities taking place in Switzerland or targeting individuals domiciled in Switzerland.

An online company based abroad but offering services to Swiss residents may therefore be subject to the nFADP, particularly if it collects and processes their personal data.

Key Obligations for a Digital Company

Companies must inform the data subjects when they collect data, especially if it involves sensitive data or personality profiles, including when data is obtained from third parties. This information is given through a privacy policy detailing the purposes of processing, categories of data, recipients, transfers abroad, and the rights of individuals.

– maintaining a register of processing activities (unless a small structure without high risk),

– implementing a process for managing access or deletion requests from data subjects,

– establishing a procedure for notifying data breaches to the FDPIC and, where applicable, to affected individuals, in case of high risk to personality or fundamental rights,

– conducting data protection impact assessments (DPIAs) when processing presents a particularly high risk, for example large-scale systematic monitoring.

Cross-Border Data Transfers and Processors

Personal data may be transferred abroad if the destination country guarantees an adequate level of protection. The Federal Council publishes a list of states considered adequate, which includes EU countries. Outside this list, transfer is only permitted subject to contractual guarantees (standard clauses, Binding Corporate Rules) or in specific cases (explicit consent, public interest, etc.).

Articulation with the GDPR for a Site Also Targeting the EU

Even without an establishment in the EU, a Swiss company is subject to the GDPR as soon as it offers goods or services to individuals in the EU/EEA or monitors their behavior. The GDPR goes even further than the nFADP on certain points: principle of prohibition of processing without a legal basis by default, enhanced consent, heavy fines of up to 20 million euros or 4% of worldwide turnover.

In practice, a Swiss site that seriously targets the European market must comply with both regimes. This involves a privacy policy covering both Swiss and European requirements, cookie banners with explicit consent for non-essential trackers, mechanisms to manage rights of access, rectification, objection, and portability, and, where required, the appointment of a local representative in the EU and/or Switzerland.

Concrete Activities: Consulting, E‑commerce, Dropshipping, and SaaS

Beyond the legal framework, operational reality differs widely depending on the chosen business model. Three typical cases illustrate how to apply the rules described.

Consulting Firm or IT Services

General consulting activities (management, IT, marketing, organization) are unregulated in Switzerland: no special license, no mandatory professional registration. Once the company is formed and registered, the consultant can start billing clients in Switzerland and abroad.

VAT is due at the standard rate (8.1%) on services rendered to clients established in Switzerland, once the registration threshold is exceeded. For services provided to professional clients abroad, most services are considered exported and thus exempt from Swiss VAT (with input tax deduction), with the client applying the reverse charge mechanism in their country.

Online Shop and Dropshipping

Dropshipping is perfectly legal in Switzerland, but accumulates several complexities: handling VAT in international triangular schemes, responsibility for customs duties and import VAT, and maintaining accounting despite not physically holding stock.

Above 100,000 CHF in worldwide turnover, VAT registration becomes mandatory, even if most sales are abroad. Sales to Swiss customers will be subject to Swiss VAT, while shipments abroad will generally be considered exempt exports.

Regulatory-wise, the site must comply with price transparency rules, publish a complete Impressum (name/company name, physical address, UID, email), T&Cs adapted to Swiss law, and a privacy policy compliant with the nFADP and the GDPR if European customers are targeted. Products sold must meet safety requirements (especially for cosmetics, children’s products, electronic devices).

SaaS, Digital Platforms, and European Markets

Digital service providers (SaaS, streaming platforms, apps) targeting the Swiss market must register for VAT as soon as their worldwide turnover reaches 100,000 CHF and they provide electronic services to Swiss consumers. VAT at the standard rate is then due on subscriptions and licenses billed to these customers.

For B2B sales of digital services to Swiss companies, the reverse charge (acquisition) mechanism may apply when the provider is not yet registered in Switzerland: the VAT-liable customer must declare and pay the tax on these cross-border services. Once registration is completed, the provider invoices VAT, except in special cases.

In the EU, localization rules for B2C electronic services require applying the VAT rate of the customer’s country. Since Switzerland does not have access to the European OSS one-stop shop, a Swiss company that exceeds thresholds will often have to register in several member states or use tax intermediaries. For intra-EU B2B, reverse charge remains the norm when the customer is VAT-liable.

Conclusion: A Demanding but Solid Environment for Online Activities

Creating a company in Switzerland to run an e‑commerce, consulting, or online services business offers a robust, credible, and relatively flexible framework, provided that legal and administrative constraints are anticipated. The choice of form (GmbH for most digital SMEs, AG for projects with high capital ambitions), VAT registration as soon as the global threshold of 100,000 CHF is exceeded, accounting compliant with Articles 957 et seq. of the Code of Obligations, and serious data protection governance constitute the basic pillars.

For a rigorous entrepreneur, these rules are not a hindrance but a filter: they structure the activity, reassure clients and partners, and distinguish serious players from short-sighted improvisations. A well-designed Swiss site, legally sound and tax-compliant, has a real competitive advantage in a digital market increasingly sensitive to compliance and trust.

Cyril Jarnias

Cyril Jarnias is an independent expert in international wealth management with over 20 years of experience. As an expatriate himself, he is dedicated to helping individuals and business leaders build, protect, and pass on their wealth with complete peace of mind.

On his website, cyriljarnias.com, he shares his expertise on international real estate, offshore company formation, and expatriation.

Thanks to his expertise, he offers sound advice to optimize his clients' wealth management. Cyril Jarnias is also recognized for his appearances in many prestigious media outlets such as BFM Business, les Français de l’étranger, Le Figaro, Les Echos, and Mieux vivre votre argent, where he shares his knowledge and know-how in wealth management.

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