Institutional
AG formation
The CHF 100,000 stock corporation with a non-public shareholder register, the form for investment, holding and scale.
AG formationSwiss GmbH formation
limited liability, owner-run
The GmbH is Switzerland’s limited-liability company for owner-run businesses: CHF 20,000 of capital, fully paid, the same liability protection as an AG for a fifth of the commitment. The trade-off is that the members are listed on the public register. We set the quota structure, draft the articles, run the notary and register filing, and put the managing officer, resident director and bank account in place.
At a glance
The limited-liability company, set up to operate.
CHF 20,000 fully paid, same protection as an AG, the form for owner-run businesses.
- Legal basis
- Code of Obligations, Art. 772 ff
- Minimum capital
- CHF 20,000, fully paid in
- Members
- Listed on the public register
- Management
- ≥ 1 officer, resident rep required
- Typical timeline
- 2–4 weeks (bank runs alongside)
The essentials
What a Swiss GmbH is, and who forms one
The GmbH (Gesellschaft mit beschränkter Haftung) is the Swiss limited-liability company, governed by the Code of Obligations. It needs CHF 20,000 of capital, fully paid in, and gives its owners the same limited liability as an AG for a fifth of the capital. The cost of that lower threshold is visibility: the members are listed on the public commercial register. For an owner-run business where that is acceptable, the GmbH is the simplest and cheapest Swiss company, and it can be converted into an AG later if the business outgrows it.
Who forms a GmbH
- founders of owner-run businesses, where the owners are the operators;
- foreign companies setting up a small Swiss operating entity or subsidiary;
- founders for whom CHF 20,000 is the right level of commitment;
- businesses that may convert to an AG once they raise capital or scale.
If the AG fits better
If you want CHF 100,000 of substance, the shareholders kept off the public register, or shares that move without a register entry, the AG is the form, the one investors and holding structures expect. The decision below sets out exactly where the line falls. We confirm the form in writing before drafting.
The decision
GmbH vs AGGmbH or AG: where the line falls, as of June 2026
GmbH or AG — where the line falls
The GmbH and the AG protect owners identically: liability stops at the capital. The choice is about capital, who can see the owners, and how the company is read. This is where the difference actually sits.
GmbHGesellschaft mit beschränkter Haftung
AGAktiengesellschaft
| GmbH | AG | |
|---|---|---|
| Paid in before registration | Full CHF 20,000 | At least CHF 50,000 |
| Owners on public register | Public: members listed | Private: shareholders off it |
| Transfer of ownership | Written form, entered in the register | Share assignment, no register entry |
| Reads to the market as | Owner-run business | The institutional standard |
| Resident representative | Required (Art. 814 CO) | Required (Art. 718 CO) |
| Convert to the other form | To an AG under the Merger Act | To a GmbH under the Merger Act |
The table is the starting point, not the answer. Whether the GmbH is right turns on whether outside investment is coming, whether a visible ownership list is acceptable, and whether a conversion to an AG is likely, detail we settle in a short call before the articles are drafted, so the quota structure is right the first time.
How it runs
From articles to registration
The same incorporation sequence as any Swiss company, with the quota 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 quota structure, the name and purpose, the canton of seat, the managing officers, and the identification and source-of-funds documents for the members and beneficial owners.
- Week 1
Articles & power of attorney
Drafting the articles (quotas, management, any transfer rules) 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 the full CHF 20,000, 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 GmbH comes into existence on registration, the members are recorded, and the capital is released.
- 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 capital (CHF 20,000, fully paid) is not a fee; it stays in the company as equity. The cost of forming the GmbH is separate: notary, commercial-register and advisory fees, plus the resident manager 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 GmbH is the lower-cost Swiss company, and we make the cost of forming it clear before you commit.
Ask for a fixed budget
What you need
What the GmbH requires
A GmbH rests on its capital, its management and its quota structure. To incorporate and run one you need:
- CHF 20,000 capital, fully paid into a blocked account, in quotas of at least CHF 100;
- at least one managing officer, with a Swiss-resident representative (Art. 814 CO);
- articles of association, notarised, and a registered office in the canton of seat;
- a register of beneficial owners holding 25 percent or more of the company;
- an auditor, or a valid opting-out, and proper books under the Code of Obligations.
The owners are on the public record: plan for it
Unlike an AG, a GmbH lists its members on the public commercial register, with their quotas, searchable by anyone on Zefix. For many owner-run businesses that is a non-issue. But founders who want their ownership private sometimes form a GmbH for the lower capital and only discover the visibility afterwards, at which point the fix is a conversion to an AG. If privacy of ownership matters, decide that before incorporating, not after. We flag it at the first call, so the form matches what you actually need.
Why Goldblum
GmbH formation, in practice
The CHF 20,000 is the easy part. Setting the quota structure for how the owners will share control, providing the resident manager, and getting the company banked: that is the work we have done since 2014.
Structure
Quotas set for control
The quota structure built around how the members intend to share voting, profit and any future change of ownership, not a default split that has to be unwound later.
One firm
Manager, office and bank
The Swiss-resident managing officer, registered office and bank introduction handled with the incorporation, so the GmbH is operational, not just registered.
Path up
Ready to become an AG
The articles drafted with a later conversion to an AG in mind, so growing into the bigger form is a planned step rather than a rebuild.
Related
The bigger form, and what holds it together
Non-residents
Swiss company formation
The full route for a foreign founder, what is assumed versus what Swiss law actually requires to own and run a company here.
Company formationThe missing piece
Resident director & office
The Swiss-resident manager (Art. 814 CO) and registered office every GmbH must have, provided for founders without a presence on the ground.
Resident director & office
FAQ
Swiss GmbH formation: FAQ
01What is the minimum capital for a Swiss GmbH?
CHF 20,000, and unlike the AG it must be fully paid in at incorporation; there is no part-payment option. The capital is deposited into a blocked capital-contribution account before the notary acts and released to the company on registration; it is the company's own working equity, not a cost. Since the 2023 company-law reform, the capital can also be held in a foreign currency essential to the business, such as euros or US dollars, provided it meets the CHF 20,000 equivalent.
02Are the owners of a Swiss GmbH public?
Yes, and this is the defining difference from an AG. The members (Gesellschafter) of a GmbH appear on the public commercial register together with the nominal value of their quotas. Anyone can look them up on the Zefix register. If keeping ownership off the public record matters to you, the AG is the form that does that. If a visible ownership list is acceptable, the GmbH gives the same limited liability for a fifth of the capital.
03Can one person own a Swiss GmbH?
Yes. A single member can hold the whole company and act as its sole managing officer; Swiss law allows a one-person GmbH. The one structural requirement is the same as for an AG: at least one managing officer with signing authority must be resident in Switzerland (Article 814 paragraph 3 of the Code of Obligations). Where a sole foreign owner has nobody resident here, we provide a qualifying resident manager with the formation.
04GmbH or AG — when is the GmbH the right choice?
Choose the GmbH when CHF 20,000 of capital is the right commitment, the business is owner-run rather than investor-backed, and having the members visible on the public register is acceptable. It is the cheaper, simpler company and the limited-liability protection is identical to an AG. Choose the AG when you want CHF 100,000 of substance, a non-public shareholder register, and shares that transfer without a register entry, the form investors and holding structures expect. We confirm the fit before drafting.
05Can I convert a GmbH to an AG later?
Yes. A GmbH can be converted into an AG under the Merger Act without liquidating and re-forming: the company keeps its identity, contracts and history, and the quotas become shares. It is a common path: start as a GmbH while the business is small and owner-run, then convert to an AG when you raise capital or want the shareholders off the public register. The conversion is a formal procedure with a notary and a register filing, which we handle when the time comes.
06Does a Swiss GmbH need an audit?
The same thresholds apply as for an AG. A company exceeding two of three limits (CHF 20 million balance sheet, CHF 40 million turnover, 250 full-time staff) needs an ordinary audit; most others need a limited audit. A GmbH with no more than ten full-time employees can opt out of the limited audit entirely (an 'opting-out') with the agreement of all members. We set the audit position at formation and arrange the auditor or the opting-out as needed.
07How are quotas in a Swiss GmbH transferred?
A quota (Stammanteil) is transferred in written form and the change is entered on the public commercial register; by default the members' meeting must approve the transfer, unless the articles remove that requirement. Because the register entry is public, a change of ownership in a GmbH is visible, the opposite of an AG, where registered shares move privately without a register entry. We set the transfer rules in the articles and handle the filing on any change.
08Can the GmbH capital be in euros or US dollars?
Yes, since 1 January 2023. The revised company law lets a GmbH denominate its CHF 20,000 capital in a foreign currency essential to its business (euros, US dollars, pounds or yen) instead of Swiss francs, provided the equivalent meets the minimum and the accounts are kept in that currency. For a foreign-owned company trading in one currency, this removes an exchange-rate mismatch at the capital level. We confirm whether a foreign-currency capital fits before drafting the articles.
09Do I need to be in Switzerland to form a GmbH?
No. A non-resident founder can incorporate by power of attorney, so the notarisation proceeds without travel, and the identity and source-of-funds documents are handled in advance. The company still needs a Swiss-resident managing officer and a registered office, which we provide, and the operating bank account, usually the slowest step for a foreign owner, is best opened in parallel with the formation rather than after it.
10How long does it take to form a Swiss GmbH?
About two to four weeks once the file and the CHF 20,000 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. As with any Swiss company, the bank account is the variable that usually sets the real timeline for a foreign owner and should run alongside. A ready-made shelf company can compress this to days where a deadline cannot wait.
11What is the minimum value of a GmbH quota?
Each quota (Stammanteil) must have a nominal value of at least CHF 100, and the quotas together make up the CHF 20,000 capital. A member can hold one or several quotas. The quota structure matters because it determines voting and profit rights and how the company can be divided between members later. We set it at formation to match how the owners intend to share control and returns, not as an afterthought.
Forming a Swiss GmbH?
Tell us who will own it and what it will do. A partner confirms whether the GmbH is the right form, sets the quota structure, and quotes a fixed budget, before any drafting.