Business
Switzerland — Business: Company Formation
Founding a Swiss company usually means choosing between a limited liability company (GmbH/Sàrl) and a limited company (AG/SA). The GmbH needs share capital of at least CHF 20,000 with shares of at least CHF 100 nominal value, fully paid in or covered by contributions in kind, and the company opens a capital deposit account with a bank at founding, from which the funds are released once it is registered. The AG needs share capital of at least CHF 100,000, of which at least 20% (and a minimum of CHF 50,000) must be paid in. According to the KMU portal, every limited company must be represented by at least one person resident in Switzerland. Sole proprietorships need no minimum capital, and commercial register entry is required once annual turnover exceeds CHF 100,000. Notarial and register fees vary by canton.
Why this matters
The requirement for a Switzerland-resident signatory is the single biggest structural hurdle for foreign entrepreneurs incorporating remotely — many use a local fiduciary/nominee director service to satisfy this before they've personally relocated.
Key facts
- GmbH (LLC): minimum share capital CHF 20,000, shares of at least CHF 100 nominal value, fully paid in or covered by contributions in kind.
- AG (limited company): minimum share capital CHF 100,000, at least 20% paid in and a minimum of CHF 50,000.
- A capital deposit account is opened with a bank at founding; the funds stay blocked until registration.
- Limited companies must be represented by at least one person resident in Switzerland.
- Sole proprietorships need no minimum capital; commercial register entry is required above CHF 100,000 annual turnover.
Steps
- Choose a legal form — GmbH/Sarl for most small/medium businesses; AG/SA for larger capital needs or prestige.
- Deposit share capital — Open a capital deposit account at a Swiss bank and deposit the minimum required capital before notarization.
- Notarize the founding deed — Articles of association and founding documents are executed before a Swiss notary.
- Register with the Commercial Register — Submit the notarized deed for entry in the cantonal Handelsregister — this creates the legal entity.
- Register for VAT, social security, and pension — Complete follow-on registrations with ESTV (VAT if applicable), AHV compensation office, and pension fund (BVG) once employees are hired.
Costs
- GmbH minimum share capital: CHF 20,000
- AG minimum share capital: CHF 100,000 (at least CHF 50,000 paid in)
Common mistakes
- Treating the AG's paid-in minimum as 20% only — it must be at least CHF 50,000.