The AG in Switzerland (Aktiengesellschaft)

What is an AG under Swiss law?

An AG is a company limited by shares with its own legal personality, governed by Art. 620–763 of the Swiss Code of Obligations (CO). It owns its assets, contracts in its own name, and its shareholders' only statutory duty is to pay up the shares they subscribed (Art. 680 CO). The French and Italian texts of the law call the same form société anonyme (SA) and società anonima: one entity, three names.

The company is created by a notarised deed of incorporation and comes into existence on entry in the cantonal commercial register; every registered AG can be looked up free of charge on Zefix, the federal register portal. Alongside the GmbH, the AG is one of the two dominant company forms in Switzerland. It is the structure expected by investors, the usual vehicle for holding companies and foreign-owned subsidiaries, and the mandatory or de-facto form for banks and insurers. The incorporation steps themselves are the same as for any Swiss company; we cover them separately in the guide to Swiss company formation.

How much capital does a Swiss AG need, and how do its shares work?

Minimum capital, currency and share value

A Swiss AG needs share capital of at least CHF 100,000 (Art. 621 CO), and before registration at least 20 per cent of each share's nominal value (but never less than CHF 50,000 in total) must be paid into a blocked account (Art. 632 CO). Both figures are unchanged as of June 2026. Since the revised company law took effect on 1 January 2023, the capital may also be denominated in a foreign currency essential to the business (euro, US dollar, pound sterling or yen) at an equivalent value, and a share may carry any nominal value above zero; the old minimum of CHF 0.01 is gone.

Registered shares and the end of bearer shares

An unlisted AG today issues registered shares only. Bearer shares were abolished for non-listed companies by the federal act of 21 June 2019, in force since 1 November 2019: existing bearer shares were converted to registered shares by operation of law on 1 May 2021, and shares whose holders had still not come forward became void on 1 November 2024. Bearer shares survive solely for listed companies or where they are structured as intermediated securities.

How AG shares transfer, and the empty-shell rule

Shares change hands by assignment and an entry in the company's own share register; no notary and no commercial-register filing are involved, although the articles can make transfers conditional on board approval (Vinkulierung). One restriction applies since 1 January 2025: under Art. 684a CO, the sale of shares in a company that has no business activity, no realisable assets and is over-indebted is void, a rule aimed at trading in empty shells. A properly maintained ready-made shelf AG with clean, current accounts sits outside that prohibition.

The capital band and stamp duty

Two further capital points matter in practice. The capital band (Art. 653s ff. CO, also new in 2023) lets the articles authorise the board to move the capital up or down by as much as 50 per cent over a period of up to five years without repeated shareholder resolutions, with CHF 100,000 as the absolute floor. And the federal issuance stamp duty of 1 per cent applies only to capital contributions above an exemption of CHF 1,000,000, so a standard CHF 100,000 incorporation triggers none.

How is a Swiss AG governed?

A Swiss AG is governed through three bodies fixed in the Code of Obligations: the general meeting of shareholders, the board of directors and, where the size thresholds are met, the external auditors. The general meeting is the supreme organ (Art. 698 CO): it elects the board and the auditor, approves the annual accounts, decides on dividends and amends the articles. Since 1 January 2023 it may be held entirely online if the articles permit (Art. 701d CO), in hybrid form, or replaced by a written circular resolution, a practical change for foreign-held companies whose owners rarely travel to Switzerland.

The board of directors needs only one member, and board members face no nationality or residence condition as such. The residence rule attaches to representation instead: under Art. 718 para. 4 CO, at least one person authorised to represent the company (a director or an executive officer) must be resident in Switzerland. The board carries non-transferable duties under Art. 716a CO, including overall direction, organisation, financial control and supervision of management, and answers personally for breaches under Art. 754 CO. Setting the articles, board composition and registers up correctly from the start is the substance of AG formation work.

The Swiss AG at a glance

The table condenses the statutory features of the AG as they stand in June 2026; the audit rules that follow it deserve their own table.

Are the shareholders of a Swiss AG anonymous?

Shareholders of a Swiss AG are private rather than anonymous: they stay off the public commercial register, while internal registers and anti-money-laundering rules keep ownership traceable for banks and authorities. The company must keep a share register of its registered shareholders (Art. 686 CO). Anyone who, alone or in concert, acquires 25 per cent or more of the shares or votes must report the beneficial owner to the company within one month (Art. 697j CO), and the company records those reports in a separate beneficial-owner register; a shareholder who fails to report cannot vote, and dividend rights lapse for the period of default.

Two external layers complete the picture. Banks identify the beneficial owners of any corporate client under the Anti-Money Laundering Act before an account is opened. And on 26 September 2025 Parliament adopted the Transparency of Legal Entities Act, which will create a central federal register of beneficial owners (accessible to authorities and financial intermediaries, not to the public) on a date the Federal Council has yet to set, expected from late 2026 onwards. Anyone choosing the AG for untraceable ownership is solving the wrong problem; what the form actually delivers is ownership kept out of public view with full accountability to the state. In the AG formations we run, this is the misunderstanding we correct most often: foreign founders read "shareholders are not on the register" as invisibility, when the 25 per cent beneficial-owner report and the bank's AML file already make the owner known to the state and to the bank.

AG or GmbH: which form fits?

The AG and the GmbH give identical liability protection; they differ in capital, publicity and how easily ownership moves. A GmbH starts at CHF 20,000, fully paid, and every member is named on the public commercial register, with changes of ownership filed there too. The AG demands five times the minimum capital but keeps its owners off the public record and lets shares pass by simple assignment, supports several share classes, and can carry a capital band for future financing rounds.

In practice the AG wins where outside investors are expected, a holding sits above operating entities, ownership may change or be sold, or counterparties and banks read CHF 100,000 of capital as the appropriate level of substance. The GmbH is usually the better fit for an owner-run business with no financing plans; the details are on our GmbH formation page.

What does a Swiss AG cost?

Forming a Swiss AG costs roughly CHF 2,000–4,000 in third-party fees as of June 2026 (notary, commercial register, blocked-account charge and advisory drafting) separate from the CHF 100,000 share capital, of which at least CHF 50,000 is paid in and stays with the company as its own funds. A foreign-owned AG with no one on the ground adds a resident director (about CHF 3,000–10,000 a year) and a registered office (about CHF 1,500–3,500 a year). The full itemised breakdown and the canton-by-canton notary spread are in our guide to Swiss company formation.

When is an AG the wrong form?

An AG is the wrong form when its capital and formalities cost more than its privacy and transferability return. The clearest cases:

• A founder testing a market. A sole proprietorship needs no capital, no notary and no audit, and only becomes registrable once annual revenue reaches CHF 100,000. Converting later is routine; locking CHF 100,000 into an untested idea is not.
• A small owner-run business. The GmbH does the same liability job for CHF 20,000. If the members do not mind appearing on the public register, the extra CHF 80,000 buys little.
• Anyone underestimating the running load. Even the smallest AG must produce annual accounts, hold and minute a general meeting, maintain share and beneficial-owner registers, and either appoint an auditor or formally opt out. Amending the articles means a notary each time.
• Concealment as the goal. The reporting duties above, plus the coming federal transparency register, make the AG a poor instrument for hiding ownership, and a legitimate one for keeping it merely non-public.
• A company meant to sit empty. Since 1 January 2025, Art. 684a CO voids the sale of an over-indebted shell with no activity or realisable assets, so "parking" an AG without maintaining it destroys its resale value.

What must a Swiss AG do every year?

Every Swiss AG must keep books and prepare annual accounts (balance sheet, profit and loss account and notes) under Art. 957 ff. CO, retain its records for ten years, and hold the ordinary general meeting within six months of the financial year-end (Art. 699 para. 2 CO). The audit position depends on size, and the thresholds below have applied unchanged for years; figures confirmed as of June 2026.

Tax adds the final layer: an annual corporate tax return at the canton of seat, VAT registration once worldwide turnover reaches CHF 100,000 (standard rate 8.1 per cent since 1 January 2024), and social-security contributions on any salaries paid. None of this is exotic, but all of it recurs, which is why the choice of form deserves the comparison work in our other company-formation guides before the notary is booked, not after.