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Date: December 2002
Prepared by:
Dr. Johannes J. Müller
Baker & McKenzie
Zollikerstrasse 225, P.O. Box
8034 Zurich
Introduction
Founding a company in the United States is much simpler and less expensive than in Switzerland. Below is a summary of important facts concerning incorporating a company in the U.S.
Basic differences between the US and Swiss corporation
  • No capitalization required prior to incorporation
  • No minimum capital required
  • No notary required to record the incorporation act
  • No depository bank
  • No nationality nor residence requirements for members of the Board of Directors
  • No shares to bearer
  • No register of commerce (Handelsregister)
    Necessary preincorporation steps
    Strictly necessary are decisions as to the data contained in the Articles of Incorporation. They are:
  • Firm name of corporation (inquiry as to conflicting names; reservation of name)
  • Purpose of corporation
  • Kind and number of shares the board of directors is authorized to issue after the incorporation
  • Name and addresses of the incorporation(s) (Gründer)
  • Name and address of the member(s) of the board of directors if the board is appointed in the articles of incorporation
  • Address of registered office of the corporation and name of registered agent (individual person or company)
    The incorporation procedure
    1. 
    Signing of the articles of incorporation by the incorporators.
    Number or incorporators required: differs from State to State (e.g. State of Delaware: one person of age or legal entity is sufficient).
  • As a rule no nationality or residence requirement.
  • The act of signing can be done abroad.
  • No notarization of the signatures is required (although it is recommended; in particular, in the case the articles of incorporation are being signed outside the United States, a U.S. consular official's certification of the signature(s) is useful).
    2. 
    Filing of the signed articles of incorporation in duplicate with the Secretary of State
    The office of the Secretary of State after examining the articles of incorporation and after verifying that the modest incorporation tax and the filing fee have been paid affixes a stamp on the articles of incorporation indicating date and time of filing.

    With affixing the stamp the company becomes a legal entity.
    3. 
    Paying the incorporation tax and filing fee
    Simultaneously with the filing of the articles both tax and filling fee have to be paid. They vary from State to State but as a rule are rather modest.
    There are companies in the USA specializing in doing the incorporation act and concomitant activities (such as reservation of name etc.). They act as dummy incorporators. Such companies may be found
    National Corporate Research
    In view of the fact that the incorporation procedure is extremely simple the preincorporation planning and the post-incorporation activities all with the purpose to enable the corporation to run its business are of essential importance. The advice of attorneys and business consultants is necessary. The incorporation formalities, however, as a rule are carried out by specialized companies.