Owner-run
GmbH formation
The CHF 20,000 limited-liability company for owner-run businesses, simpler and cheaper, with members on the public register.
GmbH formationSwiss AG formation
(Aktiengesellschaft)
The AG is the Swiss stock corporation: CHF 100,000 of capital, registered shares that change hands without a public entry, and a shareholder register that stays off the commercial register. It is the form investors, holding structures and larger businesses expect, and the one whose ownership is private. We set the share and capital structure, draft the articles, run the notary and register filing, and put the board, resident director and bank account in place.
At a glance
The Swiss stock corporation, set up to operate.
CHF 100,000 capital, owners off the public register, the form built for investment and scale.
- Legal basis
- Code of Obligations, Art. 620 ff
- Minimum capital
- CHF 100,000 (≥ CHF 50,000 paid in)
- Shareholders
- Not on the public register
- Board
- ≥ 1 director, resident rep required
- Typical timeline
- 2–4 weeks (bank runs alongside)
The essentials
What a Swiss AG is, and who forms one
The AG (Aktiengesellschaft) is the Swiss stock corporation, governed by the Code of Obligations. It needs CHF 100,000 of share capital, at least CHF 50,000 paid in, and gives its owners limited liability and a shareholder register that does not appear on the public commercial register. That privacy, the CHF 100,000 of substance, and shares that can change hands without a register entry are why it is the form chosen for investment, holding and scale. Defining it is simple; the value is setting the share and capital structure correctly for what comes next.
Who forms an AG
- founders raising or expecting outside investment, where shares must move freely;
- holding companies sitting above operating entities in a group;
- owners who want their shareholding kept off the public register;
- businesses where CHF 100,000 of capital signals the right level of substance.
If the GmbH fits better
If CHF 20,000 of capital and members on the public register are acceptable, the GmbH is the simpler, cheaper company and the liability protection is the same. The decision below sets out exactly when the AG earns its higher capital. We confirm the form in writing before drafting anything.
The decision
AG vs GmbHWhat the AG gives you over a GmbH, as of June 2026
What the AG gives you over a GmbH
The AG and the GmbH both limit liability to the capital; they are not different on protection. The AG costs more capital and earns it on privacy, transferability and how the company is read. This is where the difference actually sits.
AGAktiengesellschaft
GmbHGesellschaft mit beschränkter Haftung
| AG | GmbH | |
|---|---|---|
| Paid in before registration | At least CHF 50,000 | Full CHF 20,000 |
| Owners on public register | Private, shareholders off it | Public, members listed |
| Transfer of ownership | Share assignment, no register entry | Notarised, entered in the register |
| Capital currency | Either form: CHF or a foreign currency (since 2023) | |
| Reads to investors as | The institutional standard | Owner-run business |
| Resident representative | Required (Art. 718 CO) | Required (Art. 814 CO) |
The table is the starting point, not the answer. Whether the AG is right turns on the financing plan, who the shareholders are, and whether a holding sits above: detail we settle in a short call before the articles are drafted, so the share and capital structure is right the first time.
How it runs
From articles to registration
The same incorporation sequence as any Swiss company, with the share and capital structure set at the start and the bank account begun in parallel. Timings are indicative and overlap; the formation sits in the two-to-four-week range.
- Days 1–3
Structure & documents
The share and capital structure, the name and purpose, the canton of seat, the board, and the identification and source-of-funds documents for the shareholders and beneficial owners.
- Week 1
Articles & power of attorney
Drafting the articles (capital, share classes, any transfer restriction or capital band) and a power of attorney so a non-resident founder need not travel for the notary.
- Week 1–2
Capital deposit
Opening the blocked capital-contribution account and paying in at least CHF 50,000, against which the bank issues the confirmation the notary requires.
- Week 2–4
Notary & commercial register
Notarisation of the deed and filing for entry; the AG comes into existence on registration, the capital is released, and the share and beneficial-owner registers are opened.
- In parallel
Bank account & go-live
The operating account onboarding (KYC and source of funds on the beneficial owners) prepared and introduced to a fitting bank, plus VAT registration where turnover requires it.
Budget
What it costs
Two amounts, side by side. The share capital (CHF 100,000, at least CHF 50,000 paid in) is not a fee; it stays in the company as equity. The cost of forming the AG is separate: notary, commercial-register and advisory fees, plus the resident director and registered office a non-resident usually needs, and the bank introduction.
We quote a fixed budget in writing against the structure before any work begins. The value is an AG that is correctly structured for its financing and banked, not merely registered.
Ask for a fixed budget
What you need
What the AG requires
Beyond the capital, an AG rests on its governance and its registers. To incorporate and run one you need:
- CHF 100,000 share capital, at least CHF 50,000 paid into a blocked account;
- a board of at least one director, with a Swiss-resident representative (Art. 718 CO);
- articles of association, notarised, and a registered office in the canton of seat;
- a share register and a register of beneficial owners holding 25 percent or more;
- an auditor, or a valid opting-out, and proper books under the Code of Obligations.
Private is not anonymous
The AG’s appeal is that shareholders stay off the public register, but that is privacy, not secrecy. The company must keep an internal share register and a record of the beneficial owners who hold 25 percent or more, and disclose them to the bank at onboarding and to the authorities when required. Founders who form an AG expecting untraceable ownership are working from the pre-2019 picture; bearer shares are gone and the transparency rules apply. We set the registers up correctly at formation, so the privacy is real and the disclosure obligations are met.
Why Goldblum
AG formation: the work behind it
The capital is the easy part. Getting the share structure, the registers and the bank right, especially for a foreign-owned AG, is the work we have done since 2014.
Structure
Built for what comes next
Share classes, transfer restrictions and a capital band set at formation, so a future investment round or reorganisation does not mean re-opening the articles.
Registers
Privacy done correctly
The share and beneficial-owner registers set up to keep ownership off the public record while meeting the transparency rules, privacy that holds up at the bank.
One firm
Director, office and bank
The resident director, registered office and bank introduction handled with the incorporation, so the AG is operational, not just registered.
Related
The alternative, and what holds it together
Groups
Holding company
An AG set up to hold participations, with the participation deduction that relieves dividend and capital-gains tax at the holding level.
Holding companyThe missing piece
Resident director & office
The Swiss-resident director (Art. 718 CO) and registered office every AG must have, provided for founders without a presence on the ground.
Resident director & office
FAQ
Swiss AG formation: FAQ
01What is the minimum capital for a Swiss AG?
CHF 100,000, of which at least CHF 50,000 (or 20 percent) must be paid in at incorporation. The capital is deposited into a blocked capital-contribution account before the notary acts and released to the company once it is registered. It is the company's working equity, not a cost. Since the company-law reform in force on 1 January 2023, the capital can also be denominated in a foreign currency essential to the business, such as euros, US dollars, pounds or yen, provided it meets the CHF 100,000 equivalent.
02Are the shareholders of a Swiss AG public?
No. Only the directors and officers with signing authority appear on the public commercial register; the shareholders do not. The company keeps its own internal share register, and (because of the transparency rules) a register of beneficial owners holding 25 percent or more. So the AG keeps ownership off the public record, but it is private, not anonymous: the share register and the beneficial-owner record must be disclosed to the bank and the authorities when required.
03Can one person form and own a Swiss AG?
Yes. A single shareholder can hold all the shares and a single director can run the company. Swiss law allows a one-person AG. The only structural condition is the same as for any AG: at least one person authorised to represent the company must be resident in Switzerland (Article 718 paragraph 4 of the Code of Obligations). Where a sole foreign owner has no one resident here, we provide a qualifying resident director alongside the formation.
04Does a Swiss AG still have bearer shares?
Not for a private company. Bearer shares were effectively abolished: since the 2019 transparency reform they are permitted only for listed companies or shares held with an intermediary, and remaining bearer shares of ordinary companies were converted to registered shares and, if not converted, cancelled. A new AG today issues registered shares (Namenaktien). This does not reduce privacy (the shareholders are still off the public register), it just records them in the company's own share register.
05Does a Swiss AG need an audit?
It depends on size. A company that exceeds two of three thresholds (CHF 20 million balance sheet, CHF 40 million turnover, 250 full-time staff) needs an ordinary audit; most others need a limited audit (review). A small AG with no more than ten full-time employees can opt out of the limited audit entirely (an 'opting-out'), provided all shareholders agree. We set the audit position at formation and arrange the auditor or the opting-out as the structure requires.
06AG or GmbH — when is the AG the right choice?
Choose the AG when you want CHF 100,000 of capital signalling substance, shares that can change hands without a commercial-register entry, and a shareholder register that is not public: the form investors, holding structures and larger businesses expect. Choose the GmbH when CHF 20,000 capital and members listed on the public register are acceptable and the lower cost matters. The liability protection is identical; the difference is capital, privacy, transferability and how the market reads the company. We confirm the fit before drafting the articles.
07Can the share capital be in euros or US dollars?
Yes, since 1 January 2023. The revised company law lets a Swiss AG denominate its share capital in a foreign currency that is essential to its business (euros, US dollars, pounds sterling or yen) instead of Swiss francs, as long as the equivalent meets the statutory minimum and the accounts are kept in that currency. For a foreign-owned group operating in one currency, this removes an exchange-rate mismatch at the capital level. We confirm whether a foreign-currency capital fits before the articles are drafted.
08How are shares in a Swiss AG transferred?
Registered shares are transferred by assignment, and usually by endorsement of the share certificate, with an entry in the company's own share register. There is no filing with the commercial register and no notary. That is part of the AG's appeal: ownership can change without a public record and without re-opening the incorporation. The articles can make a transfer subject to board approval (a restriction known as Vinkulierung). We set the share structure and any transfer restrictions at formation.
09Can I increase the AG's capital later?
Yes, in several ways. There is the ordinary capital increase by shareholder resolution, and, since the 2023 reform, the capital band (Kapitalband), under which the articles authorise the board to raise or reduce the capital within a range of up to 50 percent for up to five years, without a fresh shareholder meeting each time. This is useful for a company that expects funding rounds. We build the capital flexibility into the articles where future financing is likely.
10Do I need to be in Switzerland to form an AG?
No. A non-resident founder can incorporate through a power of attorney, so the notarisation proceeds without travel; identity and source-of-funds documents are handled in advance. The company still needs a Swiss-resident representative and a registered office, which we provide, and the operating bank account (the step that usually takes longest for a foreign owner) is best started in parallel with the formation, not after it.
11How long does it take to form a Swiss AG?
About two to four weeks once the file and capital are ready: drafting the articles, notarising the deed, paying the capital into the blocked account, and the commercial-register entry that brings the company into existence. The bank account is the variable that usually decides the real timeline for a foreign owner and should run alongside. If a deadline cannot wait, a ready-made shelf AG already on the register transfers in days.
Forming a Swiss AG?
Tell us who will own it and what it will do. A partner confirms whether the AG is the right form, sets the share and capital structure, and quotes a fixed budget — before any drafting.