AG formation
The Swiss stock corporation: CHF 100,000 capital, a non-public shareholder register, and the profile investors and holding structures expect.
AG formationA foreigner can own and form a Swiss AG or GmbH without living in Switzerland and without a permit. The company law is open to non-residents. The one rule that catches people is that the company must have a Swiss-resident representative, and the one step that takes longest is the bank account, not the incorporation. We choose the form, run the notary and commercial-register filing, and put the resident director, registered office and banking in place, so a foreign founder ends up with a company that can actually trade.
Open to foreign owners: the resident director and the bank account are the parts we carry for you.
Swiss company law does not reserve incorporation for residents or citizens. A non-resident can own 100% of a Swiss AG or GmbH, sit on its board from abroad, and never relocate. The capital is paid into a blocked Swiss account, the formation deed is notarised, and the company exists once it is entered in the commercial register, about two to four weeks. The two things that decide whether it actually works are a Swiss-resident representative, which the law requires, and a Swiss bank account, which is the step most likely to slow you down.
You do not need Swiss nationality, a Swiss address of your own, a work or residence permit, or a Swiss co-founder. None of those is a condition of owning or forming the company. What the company itself needs (a resident representative, a registered office and a bank account) is set out below, and is the part we carry where you have no presence on the ground.
Most of what founders assume blocks a foreigner does not exist; the few real requirements attach to the company, not to you. This is the difference between what people expect and what Swiss law asks for.
| Often assumed necessary | Actually required? | How it is handled |
|---|---|---|
| Swiss nationality | No | Any nationality may own or direct the company |
| You living in Switzerland | No | You can own and direct from abroad |
| A work or residence permit | No (to own) | Only if you yourself work in the company in Switzerland |
| A Swiss-resident representative | Yes, for the company | Art. 718 / 814 CO; we provide a qualifying director |
| A registered office in the canton | Yes | A real address, not a P.O. box; we provide it |
| Paid-in capital in a blocked account | Yes | Deposited before the notary, released after registration |
| A Swiss bank account to operate | Yes | The hardest step for foreign owners, prepared and introduced |
The table is the map, not the advice. The edges turn on detail (the activity, the markets, who the beneficial owners are) and they decide which bank fits and how the substance is built. We settle those before drafting, so you build on the right footing the first time.
Five forms exist; for a non-resident, two do most of the work. The choice turns on capital, whether owners appear on the public register, and whether you are building a standalone company or a Swiss arm of a foreign group.
| AG | GmbH | |
|---|---|---|
| Paid in before registration | At least CHF 50,000 (20% per share) | Full CHF 20,000 |
| Owners on the public register | Private, shareholders stay off it | Public, members named |
| Ownership transfer | Assignment + share-register entry; no notary | Notarised and filed with the register |
| Usually best for | Investment, holding, scale; ownership off the register | Owner-run business; lower entry cost |
| Form | Minimum capital | Owners public? | Choose it when |
|---|---|---|---|
| AG | CHF 100,000 (≥ 50,000 paid) | No | Investment, holding, scale; ownership off the register |
| GmbH | CHF 20,000 (fully paid) | Yes | Owner-run business; lower cost matters |
| Subsidiary | As AG or GmbH | Per form | A ring-fenced Swiss arm of a foreign group |
| Branch | None | Parent on register | A Swiss presence without a new legal entity |
| Sole proprietorship | None | Yes | Rarely; needs a resident owner; not for non-residents |
Three founders, three answers: a fintech raising a seed round takes the AG for its private register and freely transferable shares; a consultant billing from Zug takes the GmbH for its CHF 20,000 entry; a German manufacturer opening a Swiss sales arm takes a subsidiary to keep group liability ring-fenced. The sole proprietorship drops out for a non-resident because it needs a resident owner and gives no liability shield. We confirm the form against your plan before a line of the articles is drafted.
A deliverable-driven sequence, with the bank account started in parallel rather than after registration. Per-step timings are indicative and overlap; the formation sits in the two-to-four-week range, the banking often runs longer.
Confirmation of the legal form (AG, GmbH, branch or subsidiary), the company name and purpose, the canton of seat, and the identification and source-of-funds documents for the owners.
Drafting the articles of association and the formation deed, and a power of attorney so a non-resident founder need not travel for the notarisation.
Opening the blocked capital-contribution account at a Swiss bank and paying in the capital, against which the bank issues the confirmation the notary requires.
Notarisation of the deed and filing for entry in the commercial register; the company comes into legal existence on registration, and the capital is released into its own account.
The onboarding file for the operating account (KYC, source of funds, business rationale) prepared and introduced to a bank that fits the company’s profile, plus VAT registration where turnover requires it.
Two amounts sit side by side. The share capital is not a fee: CHF 20,000 for a GmbH (fully paid) or CHF 100,000 for an AG (at least CHF 50,000 paid in). It stays in the company as equity. The cost of forming it 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 form you choose before any work starts, so the number is settled in advance. The value is a company that is banked and operational, not merely registered.
Ask for a fixed budgetIncorporation is the start, not the finish. A Swiss company, foreign-owned or not, has to keep:
Foreign founders plan for the capital and the notary and assume the bank account follows automatically. It does not. A Swiss bank runs full KYC on a foreign beneficial owner, and a generic file or the wrong bank is the usual reason an account is declined, leaving a company that is registered but cannot transact. The fix is to start the banking with the formation, not after it, and to approach a bank that fits the activity. We prepare the onboarding file and make the introduction as part of the same project, and where a deadline rules out even that, a ready-made shelf company already on the register transfers in days.
Most foreign-formation problems are not the incorporation; they are the resident director, the substance and the bank. That is the part we have handled for international clients since 2014.
Incorporation, the resident director and registered office, and the bank introduction handled by one team, rather than stitched together from separate suppliers.
We start the bank onboarding alongside the formation and match the company to a bank that fits its profile, so it is not registered but unbanked.
Registered office, resident director, books and filings maintained after incorporation, so the company stays compliant year on year.
The Swiss stock corporation: CHF 100,000 capital, a non-public shareholder register, and the profile investors and holding structures expect.
AG formationThe limited-liability company for owner-run businesses: CHF 20,000 capital and the simplest, cheapest Swiss entity to form and run.
GmbH formationThe Swiss-resident director (Art. 718 CO) and registered office every AG and GmbH must have, provided for founders without a presence on the ground.
Resident director & officeSend us two lines on what the company will do and who will own it. A partner confirms the right form, the resident-director and banking path, and a fixed budget — before you commit.