Why the choice between branch and subsidiary is strategic
A foreign SME wishing to operate in Switzerland — or a Swiss entrepreneur structuring a group — soon faces a fork in the road: register a branch (Zweigniederlassung) in the Commercial Register, or establish a subsidiary, i.e. a Swiss company controlled by the parent. These are not equivalent labels: a branch has no separate legal personality, whereas a subsidiary is a distinct legal entity with separate assets.
The decision affects liability towards creditors and clients, accounting and audit obligations, cantonal taxation, VAT management, relationships with banks and social insurers, as well as start-up costs and timelines. For many SMEs, a branch represents a light first step; for others, especially when local partners are needed or risk must be limited, a subsidiary in the form of a GmbH or AG is more suitable from the outset.
This guide compares the two structures under Swiss federal law as in force in 2026, highlighting tax, asset, and accounting implications relevant to day-to-day management with software such as Accountex.
Comparison table: branch vs subsidiary
The summary comparison below assumes a subsidiary incorporated as a Swiss limited company (GmbH or AG), the most common form for SMEs and international groups.
| Criterion | Branch | Subsidiary (Swiss company) |
|---|---|---|
| Legal personality | None — extension of the foreign company (Art. 933 et seq. CO) | Autonomous — distinct entity registered in the Commercial Register |
| Minimum capital | None for the branch itself | CHF 20,000 fully paid in (GmbH) or CHF 100,000 with at least CHF 50,000 paid in (AG) |
| Liability | Unlimited and joint liability of the foreign company | Limited to share capital (GmbH/AG) |
| Representation | At least one person with signing authority domiciled in Switzerland | Managing director(s) or board of directors with domicile in Switzerland |
| Profit tax | Swiss income attributable to the branch taxed in CH | Profit of the Swiss company taxed at federal, cantonal, and municipal level |
| Withholding tax on profits | As a rule, no anticipatory tax on the ordinary remittance of already taxed profits | 35% withholding on dividends (reduction for qualifying resident shareholders or under treaty) |
| VAT | Independent taxpayer if CHF 100,000 relevant turnover threshold is exceeded | Independent VAT taxpayer with its own UID/VAT number |
| Accounting | Swiss books for local commercial activity; integration into parent company accounts | Full standalone accounting under the CO and Swiss accounting standards |
| Audit | Local accounting mandatory if commercial activity; as a rule no ordinary audit | Ordinary audit or opting-out if size requirements are met |
| Start-up costs | CHF 1,500–3,000 (Commercial Register, document translation, representative) | CHF 3,000–10,000+ (incorporation, capital, notary, Commercial Register) |
| Activation timeline | 2–4 weeks on average | 4–8 weeks (incorporation and capital payment) |
| Closure / exit | Deletion from the Commercial Register; liabilities remain with the parent company | Formal corporate liquidation with publication and tax clearance |
Legal structure and registration in the Commercial Register
In Switzerland, the branch of a foreign company carrying on commercial activity must be registered in the Commercial Register of the canton where it has its seat (Art. 933 CO). Registration makes public the parent company name, the Swiss seat, the business purpose, and the persons with signing authority. The name generally includes the foreign company name with the addition of the branch location.
Branch — operational extension
The branch has no articles of association of its own and no shareholders' meeting. Contracts are entered into by the foreign company, even if physically signed by the local representative. Assets and receivables used in Switzerland form part of the parent company's single estate, subject to internal analytical accounting.
At least one person with individual or joint signing authority domiciled in Switzerland must be designated. For foreign companies from countries without mutual recognition, additional documentary requirements may apply.
Subsidiary — controlled Swiss company
The subsidiary is a GmbH, AG, or other Swiss corporate form whose shareholders are the parent company (or an intermediate holding). It has articles of association, corporate bodies, and separate assets. It can hire employees, obtain financing, and participate in public tenders as a local entity.
Control is exercised through the shareholders' or general meeting and, where applicable, a shareholders' agreement between the parent and local minorities. Transferability of shares follows the ordinary rules of the CO.
Swiss taxation: profit tax, VAT, and treaties
Both the branch and the subsidiary are subject to direct federal tax and cantonal and municipal income tax on income derived from activities carried on in Switzerland. Determination of taxable income follows the territoriality principle and, for capital companies, the rules of the DBG and cantonal laws.
For the branch, profit attributable to Swiss activity is calculated as if it were a standalone enterprise (separate income statement method or allocation rate method, according to administrative practice). Attributable profit is subject to direct federal tax on profit (nominal rate of 8.5% at federal level, plus cantonal and municipal taxes). The ordinary transfer of already taxed profits to the foreign parent company does not, as a rule, trigger further anticipatory tax of 35%.
For the subsidiary, the entire net profit of the Swiss company is taxable regardless of distribution. Dividends to the foreign parent are subject to 35% withholding tax, recoverable or reduced under the treaty between Switzerland and the beneficiary's country of residence. Qualified dividends paid to resident individual shareholders may benefit, at cantonal level, from a reduction in taxation of between 50% and 70%, depending on the canton.
VAT and intragroup relationships
Both structures must register for VAT once the CHF 100,000 relevant turnover threshold is reached. Under the VAT Act, the branch of a foreign company constitutes a taxpayer distinct from the parent and generally has its own Swiss VAT number.
In a subsidiary, transactions between parent and subsidiary (management fees, royalties, transfer of goods) must comply with the arm's length principle for tax purposes. Adequate documentation (transfer pricing) is essential to avoid adjustments during audits, especially when flows exceed mere expense reimbursement.
Liability towards third parties, employees, and business partners
The most sensitive point for many SMEs is asset risk. With a branch, Swiss creditors — suppliers, landlords, dissatisfied clients — can act directly against the foreign company, including assets abroad, since the branch does not constitute a protective veil. The local representative's liability is limited to obligations arising from the signing mandate, except in cases of abuse or criminal violations.
With a subsidiary in the form of a GmbH or AG, business risk remains confined to Swiss corporate assets, except for personal guarantees from shareholders or managers. This can facilitate relationships with local banks and partners who prefer to contract with a Swiss entity, while remaining aware of the parent company's assets as an implicit group guarantee.
Regarding employment law, both structures hire staff under Swiss law (CO, ArG, Gender Equality Act). The subsidiary registers employees with AHV, occupational pension (BVG), and accident insurance under its own company number. The branch must register employees with a Swiss employer number at the cantonal compensation funds; it remains essential to meet contribution deadlines and ensure mandatory BVG coverage.
Accounting, audit, and group consolidation
Swiss accounting obligations depend on whether local activity constitutes a commercial enterprise under Art. 933 et seq. and 957 et seq. CO and accounting standards (Swiss GAAP FER).
Branch accounting
- Separate books or distinct analytical section for Swiss activity, with annual closing.
- Swiss annual accounts for determination of taxable profit; as a rule no separate filing with the Commercial Register.
- Integration into consolidated or annual accounts of the parent under the law of the country of origin.
- VAT management with registration of turnover and deduction of input tax on local purchases.
- Local accounting software (e.g. Accountex) useful for meeting cantonal formats and deadlines while remaining linked to group reporting.
Subsidiary accounting
- Full ordinary accounting with balance sheet, income statement, and notes.
- Filing of approved financial statements with the Commercial Register and, where applicable, audit report.
- Possibility of opting out of audit if size criteria are met and shareholders give unanimous consent.
- Consolidation: the parent includes the subsidiary if it exercises control under applicable law (Swiss GAAP FER or IFRS).
- Profit tax instalments and quarterly VAT advance payments managed with own cantonal tax codes.
In both cases, orderly accounting from the outset simplifies tax audits and any eventual conversion from branch to subsidiary: historical data on clients, suppliers, and inventory can be transferred with less friction if already structured according to Swiss accounting categories.
Which structure to choose: practical criteria for SMEs
When to prefer a branch
It makes sense if Swiss activity is still experimental, volume is modest, local investors are not needed, and the parent accepts unlimited asset exposure. It suits foreign professional firms, B2B service companies with few local employees, and trade with periodic remittance of profits to headquarters. Fixed costs remain low and closure is relatively quick.
When to prefer a subsidiary
It is advisable if Swiss activity is strategic, more than a few employees are needed, group asset risks should be limited, or local managers and partners are to be involved with equity stakes. It is the natural choice for manufacturing, retail, e-commerce with inventory in Switzerland, and multi-year contracts requiring a contract with a Swiss entity. International group subsidiaries also often opt for a GmbH to facilitate commercial and tax relationships with the foreign parent.
Hybrid path: from branch to subsidiary
Many SMEs start with a branch and, once a turnover or headcount threshold is reached, convert the operation into a subsidiary by incorporating a new company and transferring the business (asset purchase agreement, assumption of contracts, creditor notification). The transaction requires tax planning (hidden capital gains, VAT on transfer) and accounting continuity: tools that preserve client-supplier history facilitate the transition.
Operational checklist for start-up
Before registering the chosen structure, verify the following steps with your fiduciary or tax adviser:
| Step | Branch | Subsidiary |
|---|---|---|
| Parent company documents | Foreign Commercial Register extract, articles of association, resolution to open, official translation | Participation resolution, contribution appraisal if applicable |
| Key persons | Representative with signing authority and domicile in Switzerland | Managing director or board member with domicile in CH |
| Tax registrations | Cantonal profit tax, VAT, withholding tax if applicable | UID, profit tax, VAT, quarterly advance payments |
| Social security | Employee registration with AHV/BVG using Swiss employer number | Opening of corporate BVG account, accident insurance |
| Accounting | Swiss chart of accounts, separation of headquarters/branch flows | Accounting provisions in articles, software (e.g. Accountex), fiscal year |
| Banking | Account in name of parent or branch, depending on bank | Swiss company current account with full KYC |
The choice between branch and subsidiary is not final: it can evolve as Swiss activity grows. Anticipating accounting and tax requirements from the outset avoids costly recalculations and ensures compliance in cantonal and federal filings.