Incorporation Procedures

To incorporate a Company on your behalf in Switzerland the following information is needed.

Pre-Incorporation:

The following are details of information we require from you before in order for us to proceed with incorporation:

For Individual Shareholders

• Names and residential addresses of ultimate beneficial owners
• Proof of Residency (Utility bill)
• Proof of Identity (Passport)

Please see “Due Diligence Information Instructions” below.

For Corporate Shareholders

• Copy of Certificate of Incorporation or Commercial Registry Extract
• Names of persons Authorised to sign on behalf of Parent Company
• Names and residential addresses of Directors of Parent Company with copy passports and proof of residential address
• Copy passports and utility bills for the ultimate beneficial owners owning 25% or more of the share capital of the Parent Company or all shareholders if Bearer Shares are to be issued.

For all

• Completed Business Questionnaire (intended purpose of Company and Business info)
• Intended name of Company
• Type of Company (e.g. AG, GmbH , Branch office etc)
• Amount and breakdown of Authorised and Paid in Share Capital
• Nominee Arrangements (Do you wish us to register and hold shares and Nominee?)
• Name and Address of person authorized to give instructions on behalf of Beneficial Owners if more than one
• Intended timeline for incorporation
• Name of Swiss Bank preferred for Company Bank Accounts
• Stated Purpose of Company
• Payment of incorporation fee invoice
• Signed Client Services Agreement, Fiduciary Agreement, Nominee Directors Indemnity & Company Administration Agreement

Due Diligence Information Instructions

International law requires all ultimate beneficial owners of companies which have either a) issued bearer shares, or b) hold a 25% or more ownership interest, to provide “Proof of Identity” and “Proof of Residency” under Know Your Client (KYC) regulations, Financial Action Task Force Implementation Act (FATF) and Anti-Money Laundering (AML) laws in the form of original documentation and/or notarized colour-copies.

If you have already personally appeared at our offices in Zug Switzerland, or are planning on personally appearing at our offices within the next six (6) months, then the following documents need not be notarized. The information collected herein is private and shall not be released to anyone unless required by law.

1.) Proof of Identity

A notarized color-copy of your passport.

Note: The passport must be valid for at least one-year prior to its expiration date;

and

Place the photo-page and signature-page of your passport in the center of your color-copier (with no edges touching the borders) and maintain the original size of the passport (do not enlarge or reduce the document size).

2.) Proof of Residency (Please choose ONE)

An original or notarized color-copy of your utility bill.

Best Choices: (Displaying your residential address)

• Electric Bill
• Gas Bill
• Water Bill

Secondary Choices:(Displaying your residential address)

• Bank Statement
• Credit-Card Statement
• Tax Return
• Phone Bill ( Landline phone only; No mobile phones)
• National ID Card
• Government or Military ID

Note: The “Proof of Address” must be less than 90 days old;

Do not modify or alter the document in any way.

Incorporation Process:

CO-Handelszentrum GmbH will handle all aspects of the process for incorporating your company. This will involve:

Discussing options and taking instructions from you, preparation and signature of all Fiduciary and Legal Agreements, opening of capital bank accounts for the capital of the company, preparing all incorporation documentation including the Foundation documentation including the Memorandum and Articles of Association (in German).

Arranging and attending the Notary Meeting to effect the incorporation and submission of all relevant incorporation documentation to the Commercial Registry.

Securing the Commercial Registration of the Company that will then enable it to commence trading. This overall process will normally take 2-3 weeks.

Post Incorporation:

Once the Company has been incorporated and registered there are a number of primary post incorporation tasks that need to be completed which we perform on your behalf namely:

• Agreeing with you a chart of accounts for your Company and setting up an Accounting Mandate for your Company.
  Under Swiss law accounting records of the business are required to be maintained in Switzerland.
• Discussing with you your business plans in a little more detail and preparation of a summary budget for the first 12 months of trading.
• Establishing invoice and letterhead templates
• Setting up bank accounts for the Company including in most cases online banking arrangements.
• Registering the Company for Swiss VAT (where applicable)
• Agreeing financial reporting formats and frequencies with you.
• Agreeing with you operational policies with regard to the issue and receipt and payment of invoices and management of accounting records.
• Agreeing with you operational processes relating to the setting up and forwarding of telephone calls, faxes, emails, postal communications and suchlike.

On-going administration:

Once the Company has commenced trading we will administer your company in accordance with your instructions and in compliance with Swiss Law. The main recurring tasks will involve:

• Acting in accordance with your specific instructions as regard the signing of contracts on behalf of the company, entering into of transactions, purchasing and/or invoicing, bank account reconciliation, etc.
• Posting of all accounting entries and creating financial reports for you. (Balance Sheet and profit and Loss
  Accounts, Debtor & Creditor Ageing reports etc
• Preparation and filing of all statutory returns (e.g. VAT returns, corporation tax returns)
• Other tasks as required by you relating to the business.
• Financial and Operational reporting
• Providing and maintaining a Registered Office address
• Annual Risk Assessment of the Company
• Arranging an Annual External Audit (if required)

Most of our clients stay with us for many years as we are able to cost effectively manage their growth and expansion utilising our own resources and avoiding the need to recruit additional staff. However in some cases this becomes necessary or desirable to effectively manage the growth of the underlying business and in these cases we are able to recruit and directly or indirectly manage additional dedicated staff if required.