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A Swiss company is usually a GmbH or an AG, used as an operating business in Switzerland, as the holding or regional company of an international group, or as a company keeping its capital and books in pounds, euros, dollars or yen, which the law has allowed since 1 January 2023 where that currency is essential to the business. Switzerland belongs to neither the EU nor the EEA, so EU directives do not reach a Swiss company directly; it relies instead on more than 100 comprehensive double taxation agreements of its own and on Article 9 of its agreement with the EU for dividends between associated companies.
Company law is federal, set out in the Code of Obligations (CO), but registration and much of the tax are cantonal. A company is entered in the commercial register of the canton of its seat, files in that canton’s official language and pays a profit tax that depends on the canton and municipality. The forms change names across the language regions: the GmbH is a Sàrl in French and a Sagl in Italian, and the AG is an SA.
| Point | AG (Aktiengesellschaft) | GmbH (Gesellschaft mit beschränkter Haftung) |
|---|---|---|
| Capital set by law | Share capital of CHF 100,000 or more; at least 20% of every share, and never less than CHF 50,000, paid in at the start | Nominal capital of CHF 20,000 or more, all of it paid in at the start |
| Who sees the owners | Only the company, through its share register | Anyone: members and their quotas appear on Zefix |
| Run by | A board of directors (Verwaltungsrat) | One or more managing directors |
| Typical choice for | Companies expecting investors, and owners who prefer to stay off the public register | Smaller operating companies and holdings, including those with a single founder |
Both are founded by public deed before a Swiss notary, with the cash capital held by a Swiss bank for the company until its entry. The order of steps, the filing documents and the practice of the Zug and Zurich offices are on our page on company formation in Switzerland.
| Tax | Position in 2026 |
|---|---|
| Federal profit tax | 8.5% of net profit, for every company with its seat or effective management in Switzerland |
| Combined effective profit tax, federal, cantonal and communal | 11.66% in Lucerne, the lowest, and 11.71% in Zug; 14.70% in Geneva; 19.47% in Zurich; 20.54% in Bern, the highest; Swiss average 14.43% |
| VAT (MWST, TVA, IVA) | 8.1% standard, 2.6% reduced, 3.8% for accommodation; due once yearly turnover in Switzerland and abroad reaches the CHF 100,000 threshold |
| Withholding tax on dividends (Verrechnungssteuer) | 35% of dividends on AG shares and GmbH quotas; tax treaties can reduce the final burden, and Article 9 of the Swiss agreement with the EU removes it between qualifying associated companies |
| Issuance stamp duty | None at formation while the owners’ contributions stay within a CHF 1 million threshold in total; 1% above that |
Ownership is open: a foreign individual or holding company may hold every share of an AG or every quota of a GmbH, with no Swiss residence or nationality required. The company itself must be capable of being represented by someone resident in Switzerland, a board member or director of an AG or a managing director or director of a GmbH, with access to the share register or register of quotas and to the beneficial owner records (CO Art. 718 para 4, Art. 814 para 3). There is no exemption. If nobody in your team lives in Switzerland, we can arrange a resident director, only through a professional who is a member of a self-regulatory organisation under the Anti-Money Laundering Act; that person bears the full duty of care and loyalty and the liability the Code of Obligations places on every board member or managing director, and any fiduciary relationship is disclosed with the beneficial owners in the transparency register.
That register has applied since 1 October 2026. Individuals controlling at least 25% of capital or votes, or controlling the company otherwise, are reported to it at the Federal Office of Justice within one month of the company’s entry and of every later change. Authorities and regulated financial intermediaries such as banks can consult it; the public cannot.
Each canton runs its own commercial register office under federal supervision, and every entry is published in the Swiss Official Gazette of Commerce (SHAB), taking legal effect on publication. Zefix, the federal central index, finds a registered company by name and shows its enterprise number (UID, in the form CHE-123.456.789), its incorporation date, its signatories, its published changes and, for a GmbH, its members; AG shareholders never appear. The documents filed behind each entry, such as the articles and the founding deed, can be inspected at the cantonal office.
A Swiss company account is held in francs with a 21-character IBAN beginning CH, and Switzerland takes part in the SEPA schemes. Banks are supervised by FINMA, and esisuisse protects company deposits up to CHF 100,000 per client and bank. A new AG or GmbH needs a bank before it exists, because the cash capital is deposited for its exclusive use and released only after registration. That is where founders abroad often stall: some banks open capital deposit accounts online only for residents of Switzerland, others accept identification by post with an authenticated passport copy, and payments from abroad may be checked further or refused. Our page on bank accounts for Swiss companies covers what the banks ask.
A new AG or GmbH suits founders who can complete the capital deposit themselves and wait for the cantonal entry. A company that has never traded fits when a contract must be signed by a company already registered rather than one “in Gründung”, when the deposit is the step founders abroad cannot complete, or when a counterparty wants an incorporation date that predates the deal. It comes without a working account, as Swiss banks generally close accounts on a change of control. Our page on the Swiss shelf company explains the transfer and the 2025 rule against trading in empty shells.
What we do in Switzerland: we supply ready-made AGs and GmbHs and form new ones, prepare the transfer or formation documents and the commercial register filings, and help assemble the bank application; where we have a working contact at a suitable bank we make an introduction, and only the bank decides on the account.
The closest Swiss form to a private limited company is the GmbH, written Sàrl in French and Sagl in Italian. One founder, an individual or a company, is enough, and members risk no more than their contribution unless the articles impose additional contributions. The AG, or SA, is the Swiss company limited by shares, chosen where shares should pass easily or owners should stay out of the public register.
Yes, though from outside the EU’s legal order, so the EU directives do not apply to it. Its cross-border income is covered by more than 100 Swiss tax treaties and, for dividends between associated companies, by Article 9 of the Swiss agreement with the EU. Payments in euro run through SEPA, in which Switzerland takes part. Licences and registrations in each EU country follow that country’s rules.
Before paying a dividend on its shares or GmbH quotas, the company withholds Swiss withholding tax (Verrechnungssteuer) at 35%. What a shareholder abroad finally bears depends on the tax treaty between Switzerland and that shareholder’s country. Between a Swiss company and an associated EU company, Article 9 of the Swiss agreement with the EU removes the tax where one holds at least 25% of the other directly for two years.
In 2026 Lucerne, with a combined effective profit tax of 11.66%, just ahead of Zug at 11.71%. Each figure combines the federal profit tax with cantonal and communal tax, so the municipality of the seat matters as well as the canton, and moving the seat later means a public deed and a new entry in the other canton. At the other end Bern reached 20.54% and Zurich 19.47%, against a Swiss average of 14.43%.
To find out whether an AG or a GmbH suits your plans, which Swiss companies are available now, or how the resident director rule would apply to you, contact us; Telegram and WhatsApp reach us on +48 663 247 166.