International Practice

# India-Switzerland Cross-Border
Legal Advisory

Switzerland

## India-Switzerland Cross-Border Legal Advisory

Switzerland stands at the crossroads of European commerce, global finance, and international diplomacy. Renowned for its political neutrality, rule of law, and institutional stability, the Swiss Confederation offers Indian businesses a uniquely advantageous environment for cross-border operations. With bilateral trade between India and Switzerland exceeding USD 20 billion annually and Switzerland ranking among the top foreign investors in India, the legal and commercial ties between both nations continue to deepen.

As a Mumbai-based law firm with dedicated expertise in India-Switzerland cross-border matters, ESB Global Law Advisory provides comprehensive legal counsel to Indian companies entering the Swiss market and Swiss entities investing in India. Our practice encompasses corporate structuring, financial regulation, international arbitration, commodity trading, taxation, and intellectual property protection across both jurisdictions.

### Switzerland as a Global Financial Centre

Switzerland is home to some of the world's most established financial institutions and remains a leading centre for private banking, asset management, and insurance. Zurich and Geneva consistently rank among the top global financial hubs. The Swiss financial sector contributes approximately 10% of GDP, and its stability, discretion, and regulatory rigour attract Indian high-net-worth individuals, institutional investors, and corporations seeking sophisticated financial services. Indian businesses must navigate this landscape with an understanding of both the opportunities and the stringent compliance framework that governs Swiss finance.

### Banking Regulation & FINMA Compliance

The Swiss Financial Market Supervisory Authority (FINMA) exercises consolidated oversight over banks, securities dealers, insurance companies, and collective investment schemes. Indian entities seeking to establish banking relationships, obtain financial licences, or conduct cross-border financial services must comply with the Swiss Banking Act, the Financial Market Infrastructure Act (FMIA), and the Anti-Money Laundering Act (AMLA). The automatic exchange of information (AEOI) between India and Switzerland, operational since 2019, has fundamentally transformed transparency requirements. Our firm advises Indian businesses on FINMA licensing applications, AML compliance programmes, correspondent banking arrangements, and regulatory reporting obligations to ensure seamless cross-border financial operations.

### International Arbitration in Switzerland

Switzerland is globally recognised as a premier seat for international commercial arbitration. Geneva, Zurich, and Basel offer neutral, efficient venues with a well-developed legal framework under Chapter 12 of the Swiss Private International Law Act (PILA). The Swiss Chambers' Arbitration Institution (SCAI) administers arbitrations under its own rules, while Swiss seats are frequently chosen for ICC, UNCITRAL, and ad hoc proceedings involving Indian parties. Swiss courts maintain a strongly pro-arbitration stance, with limited grounds for setting aside awards under Article 190 PILA. Arbitral awards rendered in Switzerland are enforceable in India under the New York Convention. Our dispute resolution team represents Indian clients in Swiss-seated arbitrations involving commercial contracts, joint venture disputes, investment treaty claims, and commodity trading disagreements.

### Corporate Structuring: GmbH, AG & Cantonal Considerations

Indian businesses entering Switzerland typically choose between two primary corporate forms: the GmbH (limited liability company), requiring a minimum capital of CHF 20,000 fully paid up, and the AG (stock corporation), requiring a minimum share capital of CHF 100,000 with at least CHF 50,000 paid upon formation. Each entity type requires registration in the relevant cantonal commercial register, notarised articles of association, and the appointment of at least one director domiciled in Switzerland. Cantonal variations are significant: cantons such as Zug, Schwyz, and Nidwalden offer lower effective tax rates and business-friendly administrations, while Zurich and Geneva provide access to deep talent pools and established financial infrastructure. Our team guides Indian clients through entity selection, cantonal analysis, incorporation procedures, and ongoing Swiss corporate governance compliance.

### Trade & Commodity Law

Switzerland, particularly Geneva, Zug, and Lugano, serves as the global epicentre of commodity trading. An estimated one-third of global crude oil, approximately 60% of the world's metals, and over half of global coffee and sugar pass through Swiss trading houses. Indian commodity firms seeking to establish Swiss trading operations must address entity structuring in tax-efficient cantons, trade finance arrangements with Swiss banks, compliance with Swiss commodity supervision regulations, anti-corruption obligations under the Swiss Criminal Code, and evolving sanctions and due diligence requirements. We advise Indian businesses on structuring their Swiss commodity trading operations, negotiating ISDA and GAFTA contracts, securing trade finance facilities, and managing regulatory and reputational risk.

### Taxation: Cantonal Competition & the India-Switzerland DTAA

Switzerland's three-tier tax system, comprising federal, cantonal, and communal taxes, creates a competitive landscape where effective corporate tax rates vary significantly across cantons, ranging from roughly 12% in low-tax cantons like Zug to approximately 22% in Geneva. The India-Switzerland Double Taxation Avoidance Agreement (DTAA) provides important relief: withholding tax rates of 10% on dividends, 10% on interest, and 10% on royalties. Indian holding companies benefit from the Swiss participation exemption, which substantially reduces taxation on qualifying dividend income and capital gains from subsidiary shareholdings. Our tax advisory practice helps Indian businesses select the optimal canton, structure intercompany transactions to comply with transfer pricing rules, manage withholding tax obligations, and leverage DTAA benefits for efficient cross-border tax planning.

### Intellectual Property & Trade Secrets

Switzerland offers robust IP protection through the Federal Institute of Intellectual Property (IPI), and its pharmaceutical, chemical, and technology sectors make IP a critical consideration for Indian businesses. Patents, trademarks, and designs can be registered nationally or through European-wide systems (European Patent Convention and EU trademarks via Madrid Protocol). Switzerland's revised Federal Act on Unfair Competition and the Swiss Code of Obligations provide strong trade secret protection, which is particularly relevant for Indian pharmaceutical and technology companies collaborating with Swiss partners. Our IP practice handles patent and trademark filings, licensing agreements, trade secret protection strategies, and enforcement actions for Indian clients operating in or with Switzerland.

### Our India-Switzerland Legal Services

- Swiss AG and GmbH company formation and cantonal structuring
- Banking regulation and FINMA licensing advisory
- Anti-money laundering compliance and AEOI reporting
- International arbitration representation (Geneva, Zurich, SCAI, ICC)
- Commodity trading entity structuring and regulatory compliance
- Trade finance documentation and GAFTA/ISDA contracts
- Cross-border tax planning and India-Switzerland DTAA optimisation
- Transfer pricing documentation and cantonal tax advisory
- Intellectual property registration and trade secret protection
- Employment law, work permits, and Swiss immigration advisory
- Joint venture agreements and M&A due diligence
- Real estate investment advisory for Indian investors

Common Questions

## Frequently Asked Questions

How can an Indian company incorporate a business in Switzerland?

Indian businesses can establish a presence in Switzerland by forming a GmbH (minimum capital CHF 20,000, fully paid up) or an AG (minimum share capital CHF 100,000, with at least CHF 50,000 paid at incorporation). The process involves drafting and notarising articles of association, registering with the relevant cantonal commercial register, and appointing at least one director domiciled in Switzerland. Canton selection is a critical strategic decision, as tax rates, administrative efficiency, and industry ecosystems vary considerably. Our firm manages the full incorporation process, from entity selection and cantonal analysis through to compliance and post-formation governance.

What should Indian businesses know about Swiss banking regulations?

Switzerland's banking sector is regulated by FINMA under the Banking Act, the Financial Market Infrastructure Act, and the Anti-Money Laundering Act. Indian businesses must comply with stringent KYC and due diligence requirements, AEOI reporting (operational since 2019 between India and Switzerland), and the Convention of Diligence (CDB). Cross-border financial services require careful licensing analysis, and Indian entities engaging with Swiss financial institutions should establish robust compliance frameworks covering AML, sanctions screening, and beneficial ownership disclosures.

How does Swiss arbitration work for India-related commercial disputes?

International arbitration in Switzerland is governed by Chapter 12 of the Swiss Private International Law Act (PILA). Parties can choose institutional arbitration under SCAI, ICC, or other rules, or pursue ad hoc proceedings under UNCITRAL rules. Geneva and Zurich are the most frequently chosen seats. Swiss courts adopt a minimal intervention approach, with very limited grounds for challenging awards under Article 190 PILA. Awards are enforceable in India under the New York Convention, making Swiss arbitration an effective mechanism for resolving India-related commercial disputes in a neutral forum.

What are the tax implications for Indian businesses operating in Switzerland?

Switzerland's three-tier tax system (federal, cantonal, communal) means effective corporate tax rates range from approximately 12% to 22% depending on the canton. The India-Switzerland DTAA reduces withholding taxes to 10% on dividends, interest, and royalties. Indian businesses benefit from the Swiss participation exemption for holding structures. Key considerations include transfer pricing compliance, withholding tax management, and the selection of the optimal canton based on the nature of Swiss operations. Proper structuring can result in significantly lower effective tax burdens while maintaining full compliance with both jurisdictions.

How should Indian commodity trading firms structure operations in Switzerland?

Indian commodity firms typically establish an AG or GmbH in commodity-focused cantons such as Geneva, Zug, or Lugano, where tax treatment and industry infrastructure favour trading activities. Legal structuring must address trade finance arrangements with Swiss banks, ISDA and GAFTA contract frameworks, anti-corruption compliance under the Swiss Criminal Code, sanctions screening, and ESG reporting requirements that are increasingly relevant to Swiss commodity trading regulation. Our firm advises on the full spectrum of structuring, compliance, and commercial considerations for Indian commodity businesses operating from Switzerland.

International Practice

## Explore Our Other European Services

ESB Global Law Advisory provides cross-border legal services across major European jurisdictions. Explore our country-specific advisory practices below.

- United Kingdom — Company formation, English law contracts, LCIA arbitration, and post-Brexit compliance
- Germany — GmbH and AG structuring, employment law, IP enforcement, and EU regulatory compliance
- France — SAS and SARL formation, commercial litigation, French employment law, and EU trade advisory
- Netherlands — BV formation, holding structures, Dutch tax planning, and international trade law
- Italy — SRL incorporation, Italian commercial law, luxury goods regulation, and dispute resolution
- Spain — SL company formation, Spanish labour law, real estate investment, and renewable energy regulation
- Ireland — Irish company formation, IFSC financial services, technology sector advisory, and EU market access

Swiss Market?

## Expert India-Switzerland
Legal Counsel

Navigate Swiss banking regulation, corporate structuring, arbitration, and commodity trading law with confidence. Our Mumbai-based cross-border team is ready to assist.

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