Switzerland is an attractive target market for Thai companies. It offers political stability, high purchasing power, a reliable legal system and access to an internationally connected economic area. At the same time, entering the Swiss market differs significantly from the situation in Thailand from a legal perspective.
If a Thai company wishes to enter the Swiss market, the question arises whether Switzerland has comparable restrictions for foreign investors, as may exist in Thailand depending on the business activity, permit situation and investment promotion status. Equally important is the question of whether Thai companies can simply send their employees to Switzerland.
This article provides a brief overview of the most important legal topics for a Thai company entering the Swiss market.
Market entry model: Distribution, branch office or Swiss subsidiary?
Before entering the market, it should first be clarified how strongly the Thai company wants to be present in Switzerland. In practice, three models are particularly relevant: distribution through a Swiss partner, establishment of a branch office or incorporation of a Swiss subsidiary.
Distribution through an importer, distributor or commercial agent
The lowest-risk entry often takes place through a Swiss importer, distributor or commercial agent. The Thai company remains based in Thailand and distributes its products or services through a local partner in Switzerland.
This model is particularly suitable if the Swiss market is to be tested first or if logistics, customer service, regulatory responsibility and local market knowledge are to lie with the Swiss partner. From a legal perspective, a carefully drafted distribution agreement is essential. In addition to distribution law aspects, competition law aspects must always be taken into account.
A particularly important question is who is considered the importer in Switzerland and therefore bears responsibility towards authorities, customers and other market participants.
Branch office of a Thai company
A Thai company may also register a branch office in Switzerland. A branch office is not a legally independent company, but part of the foreign head office.
The advantage is that the Thai company can appear directly on the Swiss market. The disadvantage is that the Thai head office remains legally closely connected to the Swiss activities. This can increase liability, tax and reputational risks.
For branch offices of foreign companies, a person authorized to represent the company who is resident in Switzerland is also required. The branch office must be entered in the commercial register.
Swiss subsidiary: LLC or Ltd
For a long-term market entry, establishing a Swiss subsidiary is often advisable. The most important legal forms are the limited liability company (LLC) and the limited corporation (Ltd).
The LLC requires a minimum quota capital of CHF 20,000, which must be fully paid in.
The Ltd requires share capital of at least CHF 100,000. Of this amount, at least CHF 50,000 or at least 20 percent of the share capital must be paid in.
For many foreign SMEs, the LLC is the pragmatic entry option because it requires less capital and is sufficient for operational activities. The Ltd may be appropriate if investors or business partners, such as in a joint venture, are to be involved, if a larger structure is planned or if a particularly professional market presence is desired.
Can Thai companies hold 100 percent of a Swiss company?
An obvious question for Thai companies is whether Switzerland restricts foreign shareholdings or makes them dependent on a Swiss majority participation.
The answer is: For ordinary trading, service, production or e-commerce activities, there is generally no general requirement in Switzerland that Swiss nationals or Swiss companies must hold a majority participation. Hence, a Thai parent company can generally hold a Swiss LLC or Ltd entirely, meaning 100 percent.
For most ordinary business activities, Swiss corporate law does not provide for a general restriction on foreign shareholdings. The focus is rather on other requirements: local representation, commercial register entry, tax registration, permits in regulated sectors and employment or residence law requirements.
Local representation in Switzerland
Even if a Swiss company can be wholly owned by a Thai parent company, it must be possible for it to be legally represented in Switzerland.
Both a Ltd and a LLC must be able to be represented by at least one person authorized to represent the company who is resident in Switzerland. This person does not necessarily have to be a Swiss citizen. However, if the person is a foreign national, the relevant immigration and employment law requirements must be observed insofar as their activity in Switzerland requires a permit. The legal basis for the Ltd can be found in Art. 718 para. 4 CO and for the LLC in Art. 814 para. 3 CO.
Recommendation: Before incorporation, it should already be clarified who can act in Switzerland as a board member, managing director, director or authorized signatory. This question is relevant not only for the commercial register, but also for the bank account, communication with authorities, contract signing and operational capacity to act.
Are there sector-specific restrictions or permit requirements?
Although Switzerland does not have a general restriction on foreign shareholdings, this does not mean that every activity can be carried out without a permit. For certain regulated sectors, an additional permit is required. Particularly relevant areas include:
- Financial services
- Medical devices
- Medicinal products
- Food
- Chemicals
- Telecommunications
- Energy
- Aviation
- Certain professions regulated at cantonal level
Recommendation: Before entering the market, not only the corporate form should be reviewed, but also the specific activity. In regulated sectors, a prior permit analysis is essential.
Real estate acquisition and Lex Koller
An important special feature concerns the acquisition of real estate. The acquisition of real estate in Switzerland by persons abroad, foreign companies or Swiss companies controlled by persons abroad may be subject to the so-called Lex Koller.
The acquisition of real estate by persons abroad is generally subject to permit restrictions. The competent authority is the cantonal authority at the location of the property. Whether a permit is required depends on the specific individual case, in particular on the type of property, its use and the structure of the acquirer.
Different rules may apply to operational business premises than to residential properties or investment properties. Especially in the case of hotels, resorts, residential properties, mixed-use properties or real estate companies, a case-by-case review is required.
Recommendation: Thai companies should not structure the acquisition of, or participation in, Swiss real estate companies without a prior Lex Koller review.
Investment screening in critical sectors
Switzerland is introducing an investment screening regime. Parliament adopted the Investment Screening Act on 19 December 2025; according to SECO, entry into force is currently expected in 2027.
The law is not directed against foreign investors in general. It is intended to make certain acquisitions of Swiss companies in particularly critical sectors by foreign state-controlled investors subject to prior approval if Switzerland’s public order or security could be at risk.
For privately controlled Thai companies in ordinary sectors, this issue will generally not be the main focus. However, it may become relevant if a state-controlled investor wishes to acquire a Swiss company in a critical sector.
Work permits: Can Thai companies simply send their employees to Switzerland?
No. Thai nationals are considered third-country nationals in Switzerland because Thailand is neither part of the EU nor the EFTA. For third-country nationals, significantly stricter employment and residence law rules apply than for EU/EFTA nationals. As a general rule, foreign nationals may not work in Switzerland without a permit.
For the admission of third-country nationals, the following requirements in particular apply:
The admission must be in Switzerland’s overall economic interest.
- The person must generally be highly qualified.
- Salary and working conditions must be respected.
- Quotas must still be available.
- The employer must generally observe labour market priority.
- No suitable person may be available from Switzerland or from the EU/EFTA area.
Further information on this can be found in our separate blog post.
An employment contract or a need for secondment alone is therefore not sufficient. The permit is not automatic and is assessed on a case-by-case basis.
For Thai companies, this means that they cannot simply send employees to Switzerland and expect a work permit to be granted without further requirements. This is particularly difficult for general operational activities, sales, administration, customer service or functions for which suitable persons are also available in Switzerland or in the EU/EFTA area. Depending on the market entry, it may be possible to clarify in advance with the relevant canton whether work permits may be available for corresponding management functions or specialists.
For short-term assignments, it must also be checked whether a secondment is possible. Restrictions also apply here for third-country nationals.
Recommendation: Thai companies should plan their staffing needs for Switzerland at an early stage. For operational market entry, it is often easier to hire local employees in Switzerland or to work with Swiss service providers and distribution partners. Thai key personnel should only be planned for a Swiss work permit if their qualifications, function and economic necessity can be well documented.
Tax issues and value added tax
Corporate taxes
Swiss corporations are subject to direct federal tax as well as cantonal and municipal taxes. The tax burden varies depending on the canton and municipality. The choice of location can therefore be relevant from a tax perspective.
For Thai corporate groups, transfer pricing is also important. Services, deliveries, loans, management fees, licence fees or other intra-group transactions between the Thai parent company and the Swiss subsidiary must be structured at arm’s length.
Value added tax
Foreign companies may become liable for VAT in Switzerland if they provide services in Switzerland or deliver goods to Switzerland. Companies are generally exempt from tax liability if they generate less than CHF 100,000 annual turnover from taxable or tax-exempt supplies, unless they voluntarily waive the exemption.
Special rules apply to foreign mail-order companies. If a domestic or foreign mail-order company generates at least CHF 100,000 per year from low-value consignments transported or sent from abroad to Switzerland, it may become liable for VAT in Switzerland and may have to register in the VAT register.
Withholding tax
Swiss dividends are generally subject to withholding tax. In the case of distributions from a Swiss subsidiary to a Thai parent company, it should be checked whether, and to what extent, a refund or relief is possible.
Recommendation: Tax structuring should take place before incorporation. In particular, the place of effective management, substance in Switzerland, VAT registration, transfer pricing, financing, licence fees and dividend distributions should be reviewed.
Customs, import and supply chain
Anyone importing goods from Thailand into Switzerland must comply with customs and import regulations. Shipments from abroad are generally subject to customs duties and import VAT. The specific burden depends on the type of goods, customs tariff number, origin, value, transport costs and other factors.
For commercial imports, correct customs declarations, invoices, proofs of origin, product declarations and, where applicable, permits are also required.
For Thai companies, the free trade agreement between the EFTA states and Thailand is also relevant. The agreement was signed on 23 January 2025 but has not yet entered into force.
Product regulations and regulatory requirements
A central point when entering the market is whether the product may be placed on the Swiss market. Anyone placing products on the Swiss market must comply with the applicable technical regulations.
SECO provides an import platform on Swiss product regulations and points out that the importer, manufacturer or person placing the product on the market may be responsible for compliance with the applicable regulations. Different special rules apply depending on the product.
Recommendation: Before the first sale, a product compliance review should be carried out. Especially for food, cosmetics, medical devices, electronics, chemicals, children’s products and health-related products, no market entry should take place without regulatory clarification.
Trademarks, intellectual property and domain strategy
A commercial register entry does not automatically protect the company name as a trademark. Trademark protection only exists through registration in the trademark register. Companies domiciled outside Switzerland must have a representative in Switzerland for a Swiss trademark application.
Recommendation: The trademark should be reviewed and protected before launch, before distribution discussions and before major marketing campaigns. In addition, domain names, social media handles, packaging designs, licence agreements and any “Swissness” indications should be reviewed.
Data protection, e-commerce and customer data
If personal data of natural persons is processed, Swiss data protection law must be observed. It is important to note that Switzerland is not part of the EU and therefore EU law does not apply. Swiss and European data protection laws are very similar, but not identical.
In particular, the privacy policy, cookie and tracking setup, data processing agreements, data security, international data transfers and deletion concepts should be reviewed.
Recommendation: Before launching a Swiss website, data protection documentation, technical implementation and international data transfers should be checked.
Employment law and social security in the case of local presence
Any foreign company employing staff in Switzerland must familiarize itself early on with local employment law and social security requirements. Swiss employment law applies regardless of whether the company has its head office abroad; what matters is the actual employment in Switzerland.
The most important obligations include preparing legally compliant employment contracts, correct payroll accounting and compliance with rules on working hours and holiday entitlements. The company must also define clear notice periods, which are based on statutory requirements or individual contractual terms. Swiss legislation also provides for mandatory accident insurance for all employees, regardless of the level of employment. In addition, old-age and survivors’ insurance (AHV) and occupational pension provision (BVG) are central components of the Swiss social security system.
Compliance with these requirements is important for a professional market entry. Companies should take care of registration with the social security authorities early on, take out the appropriate accident insurance and select a pension fund. For the salary structure, a transparent design with a clear breakdown of base salary, any allowances and social security deductions is recommended.
Recommendation: Before the first employment in Switzerland, companies should prepare and review all employment law and social security documents. This ensures that your company is legally compliant and professionally positioned from the outset.
Conclusion
The market entry of a Thai company into Switzerland offers significant opportunities, but requires careful legal preparation. For Thai companies, it is particularly important to correctly understand the differences between the Thai and Swiss legal situations.
For ordinary trading, service and production activities, Switzerland does not impose a general requirement for a Swiss majority participation. A Thai company can generally hold a Swiss LLC or Ltd 100 percent. However, local representation with residence in Switzerland, permit requirements in regulated sectors, restrictions on real estate acquisition, tax registration, product regulations and data protection must be observed.
The deployment of Thai employees in Switzerland must be planned particularly carefully. Thai nationals are considered third-country nationals. A work permit is not granted automatically.
Those who plan these steps carefully reduce liability risks and increase the chances of a successful and legally compliant market entry into Switzerland.
Note: This article provides a general overview and does not replace individual legal or tax advice. For specific projects, the corporate structure, activity, products, supply chain, permit requirements, work permits and tax implications should be reviewed on a case-by-case basis. Nomadlaw will be happy to assist you with a review as well as with your market entry.
