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Company formation in Switzerland almost always means one of two forms of the Code of Obligations (CO): the Aktiengesellschaft (AG), the Swiss joint stock company, called société anonyme (SA) in French and Italian, or the Gesellschaft mit beschränkter Haftung (GmbH), the limited liability company, called Sàrl in French and Sagl in Italian. Both are created by a public deed before a Swiss notary and an entry in the commercial register of the canton of the seat. They differ in capital, in whether the owners become public, and in how shares are sold later.
| Point | AG (joint stock company) | GmbH (limited liability company) |
|---|---|---|
| Minimum capital | CHF 100,000 share capital (Art. 621) | CHF 20,000 nominal capital (Art. 773) |
| Capital paid at formation | 20% of each share, and at least CHF 50,000 of the capital (Art. 632) | The full amount of every capital contribution (Art. 777c) |
| Owners in the public register | No; shareholders are recorded in the company’s own share register (Art. 686) | Yes; every member appears on Zefix with the number and nominal value of their quotas (Art. 791) |
| Selling shares later | Registered shares, freely transferable unless the articles restrict them (Art. 684) | Written assignment and, unless the articles waive it, consent of the members’ meeting (Art. 785, 786) |
| Management | Board of directors (Verwaltungsrat) | Managing directors (Geschäftsführer) |
| Capital in GBP, EUR, USD or JPY | Allowed since 1 January 2023 | Allowed on the same terms |
The AG suits founders who expect outside investors, want shares that pass by endorsement, or prefer that shareholders stay off the public register. Its share capital is at least CHF 100,000. At formation at least 20% of the nominal value of every share must be paid in, and at least CHF 50,000 in all, so an AG with the minimum capital can start with half of it paid.
The company law reform of 1 January 2023 added two tools. The share capital may be set in the foreign currency essential to the business, which the Commercial Register Ordinance limits to pounds sterling, euros, US dollars and yen; the capital must be worth at least CHF 100,000 at formation, and the accounts are then kept in that currency. And the articles may create a capital band, authorising the board for up to five years to raise or reduce the capital by up to half of the registered amount without a new shareholders’ resolution; a power to reduce requires that the company has not opted out of the limited audit.
Shares are registered shares: bearer shares are allowed only for companies with listed securities or for bearer shares held as intermediated securities. At least one board member must have power to represent the company.
Anyone searching for a Swiss Ltd company is in practice looking for the GmbH, the nearest Swiss counterpart of a private limited company. Its nominal capital is at least CHF 20,000, paid in full before registration, and a single founder, a person or a company, is enough. Only the company’s assets answer for its debts; members owe more than their contribution only if the articles impose additional contributions, capped at twice the nominal value of a quota.
Two features set it apart from the AG. Its members are public: the commercial register shows each member and their quotas, readable by anyone on Zefix. And quotas are less mobile: a later sale needs a written assignment and, unless the articles say otherwise, approval by the members’ meeting, which may refuse without giving reasons.
The order is set by the Code of Obligations and the Commercial Register Ordinance (HRegV) and is the same in every canton:
| Step | What happens | Legal basis |
|---|---|---|
| 1. Name, seat, address | The seat is a political municipality; the legal domicile is the company’s own address or a c/o address, for which the domicile holder signs a declaration | HRegV Art. 117 |
| 2. Articles | At least name, seat, purpose, capital, shares or quotas and the form of notices to owners | CO Art. 626, 776 |
| 3. Capital deposit | Cash contributions are paid to a Swiss bank for the exclusive use of the company in formation; the bank confirms the deposit | CO Art. 633 |
| 4. Founding deed | Founders or their representatives sign before the notary, adopt the articles, appoint the board or managing directors, and elect an auditor or record the opt-out | CO Art. 629, 777, 727a |
| 5. Filing | Application in an official language of the canton, with the deed, articles, acceptances, bank certificate, ID copies and certified signatures | HRegV Art. 16, 43, 71 |
| 6. Entry and publication | The cantonal office checks the filing, the federal office approves it, the entry is published in the SHAB and takes effect on publication | CO Art. 936a; HRegV Art. 32, 35 |
| 7. Release and first report | The bank releases the capital; the beneficial owners are reported within one month of the entry | CO Art. 633; TJPG Art. 9 |
Until it is entered the company trades as “in Gründung”, and whoever acts in its name is personally and jointly liable unless the company takes the obligation over within three months of registration. No issuance stamp duty arises at formation as long as the owners’ contributions to the capital stay within CHF 1 million in total.
The commercial register office of the canton of Zug states that founding an AG or GmbH must be notarised and that founders go to a notary or another certifying official for it. Its legal service checks each filing for completeness and legality, and filings are handled in order of receipt as quickly as capacity allows. The office warns that June and December bring several times the usual number of filings, so waits are longer then, and that documents sent through its secure contact form are not handled faster than post. Drafts and the admissibility of a company name can be checked in advance on request.
Everything filed in Zug becomes public, so the office asks for passport copies as separate documents and nothing in the filing beyond what the entry needs. On tax, Zug sits at the low end of the Swiss range, second only to Lucerne in 2026.
The commercial register office of the canton of Zurich publishes model articles for the AG and the GmbH, a template cash founding deed and checklists of the documents it expects. The application must be in German, and articles, deeds and other key documents in another language are filed with a German translation by a qualified translator. Notaries in the canton do not issue digital copies of public deeds, so the original deed goes to the office by post or over the counter even when the rest is filed online.
The office gives 7 to 10 days as its usual processing time, longer in the weeks before the year end, and sets a cut-off for complete documents, 1 December in 2026, for an entry within the same year. Founders who pick Zurich usually want to be near staff, clients or an existing office and accept a profit tax near the top of the Swiss range; that trade between tax and location is the real choice between Zug and Zurich.
For founders abroad the rule that bites is about representation, not ownership: the company must be capable of being represented by a person resident in Switzerland, a board member or director of an AG, or a managing director or director of a GmbH (CO Art. 718 para 4, Art. 814 para 3), with access to the share register or register of quotas and to the beneficial owner records. There is no exemption, so founders abroad either move a manager to Switzerland or appoint a resident director, often a fiduciary (Treuhänder), with signing authority.
Founders need not attend the deed; the Zurich checklist provides for representatives signing for them. Powers of attorney and signatures certified abroad need an apostille or legalisation, and a corporate founder proves its existence with a recent certified extract from its own register. The harder step is often the capital deposit: some banks’ online routes are open only to people living in Switzerland, others accept identification by post with an authenticated passport copy, and payments from abroad can be checked further or refused. Our page on bank accounts for Swiss companies sets out what banks ask for.
Forming from scratch makes sense when the company can wait for its entry and the founders can make the capital deposit themselves. A ready-made Swiss AG or GmbH is worth a look when a contract must be signed by an existing company rather than one “in Gründung”, when a founder abroad cannot get through a bank’s capital deposit process, or when an earlier incorporation date matters to a counterparty. It does not avoid the notary if the name, seat or purpose changes. Our guide to off-the-shelf companies explains the general trade-off, and the Switzerland overview covers the country as a whole.
What we do: we can form a new AG or GmbH or supply a ready-made one, prepare the formation or transfer documents and the commercial register filings, help prepare the bank application and, where we have a working contact at a suitable bank, make an introduction. Whether an account is opened is decided by the bank alone. Swiss law requires a person resident in Switzerland who can represent the company, and if none of your team lives there we can arrange a resident director through a professional affiliated to a self-regulatory organisation under the Anti-Money Laundering Act; that person carries the duties and liability of a board member or managing director under the Code of Obligations, and the company reports its beneficial owners, including any fiduciary relationship, to the federal transparency register.
For the register stage, the federal SME portal of SECO gives 5 to 60 days depending on the case and the office’s workload; the Zurich office calls 7 to 10 days usual, longer before the year end, and Zug warns of longer waits in June and December. The capital deposit and the deed come first and depend on the bank and the founders’ documents.
Yes, as an owner. Shareholders and members need neither Swiss residence nor Swiss nationality, and one foreign shareholder may hold the whole company. The company itself needs someone resident in Switzerland who can represent it: a board member or director of an AG, or a managing director or director of a GmbH. Founders can be represented at the deed, with signatures certified abroad and apostilled.
It is the UID: the letters CHE and nine digits, written CHE-123.456.789. A company receives it no later than its entry in the daily register, and it stays the same through changes of name, seat or owners. Once the company is registered for VAT, its VAT number is the same UID followed by MWST, TVA or IVA. Zefix shows the UID of every registered company.
Yes. The Code of Obligations requires an AG or GmbH to be founded by public deed, in which the founders adopt the articles, subscribe the capital and appoint the managing bodies. Later amendments to the articles, such as a new name, seat or purpose, also need a public deed. The federal EasyGov portal can prepare a founding as an order to the notary, but it does not replace the deed.
An AG needs share capital of at least CHF 100,000, with 20% of each share and at least CHF 50,000 in total paid in at formation. A GmbH needs nominal capital of at least CHF 20,000, paid in full. Cash is held by a Swiss bank for the company’s exclusive use and released after registration.
Every company pays federal profit tax of 8.5% of net profit, plus cantonal and communal tax set by the canton and municipality of its seat. The combined effective rate across Switzerland ran from 11.66% to 20.54% in 2026. Zug was near the bottom of that range, second lowest after Lucerne, while Zurich sat near the top. VAT and the withholding tax on dividends are separate taxes.
If you are weighing an AG in Zug against a GmbH in Zurich, or want to know what a formation would need from you as a founder living abroad, contact us; Telegram and WhatsApp on +48 663 247 166 work too.