## The AG Structure at a Glance The _Aktiengesellschaft_ (AG) is the standard corporate vehicle for foreign investors, holding companies, and businesses planning a future exit or IPO. It corresponds to the definition of a Joint Stock Company. Unlike the [GmbH (LLC)](/swiss-gmbh-formation), the AG offers shareholder anonymity: your name does not appear in the public Commercial Register (_Handelsregister_). To incorporate an AG, the Swiss Code of Obligations requires a minimum share capital of CHF 100,000 \[1\]. You must deposit at least 20% of this amount, or CHF 50,000, whichever is higher, into a blocked bank account before the notary meeting.

Structure Comparison: AG vs. GmbH

Key differences between the Swiss Joint Stock Company (AG) and Limited Liability Company (GmbH).

Feature	Swiss AG (Aktiengesellschaft)	Swiss GmbH (LLC)
Minimum Capital	CHF 100,000 Min. 20% or 50k paid-in	CHF 20,000 100% must be paid-in
Shareholder Anonymity	Yes Not listed in Public Registry	No Appear in Public Registry
Transfer of Shares	Private Agreement Internal written assignment only	Public Deed Requires Notary & Registry update

## Core Requirements for Incorporation Before we initiate the formation process, you must meet three specific criteria defined by Swiss federal law. ### 1. Share Capital The statutory minimum is CHF 100,000\. In our practice, most clients choose to pay in the minimum required amount of CHF 50,000 (50% liberation). The liability of the shareholders is limited to the share capital. Note that the funds are blocked by the bank until the company is officially published in the Commercial Register. ### 2. Board of Directors (The "Lex Friedrich" Rule) The company must be represented by at least one person who resides in Switzerland and holds signature rights \[2\]. This is a mandatory requirement. If you do not have a local partner, Lawsupport provides [professional nominee directors](/nominee-director-services) to fulfill this legal obligation. This ensures compliance while you retain operational control. ### 3. Domicile Address Your AG requires a [registered legal address](/registered-address-switzerland) in Switzerland. A simple P.O. Box is insufficient. The authorities require a physical location where official correspondence can be received. We typically recommend the Canton of Zug for this purpose due to its tax efficiency. {{cta:cta-1}} ## The Formation Process: Step-by-Step We structure the incorporation into four distinct phases to minimize administrative friction. **Phase 1: Due Diligence and Name Check**We verify the availability of your proposed company name in the Central Business Names Index (_Zefix_). Simultaneously, we prepare the Articles of Incorporation and the _Stampa Declaration_ (investment reporting). **Phase 2: Capital Deposit**We [open a capital contribution account](/swiss-corporate-banking) with a Swiss bank. You transfer the share capital. The bank issues a capital confirmation certificate (_Kapitaleinzahlungsbestätigung_). This document is mandatory for the notary. **Phase 3: Public Deed of Incorporation**Our team represents you at the notary's office in Zug. You do not need to travel to Switzerland for this step if you provide us with a legalized power of attorney. The notary certifies the deed of incorporation. **Phase 4: Commercial Register Entry**We submit the notarized deed and supporting documents to the Commercial Register Office. The registry reviews the application. Upon approval, the company is published in the Swiss Official Gazette of Commerce (SOGC). At this point, the company acquires its legal personality.

AG Incorporation Roadmap

Estimated timeline for a standard formation in Zug

Due Diligence & Documents

Day 1 - 5

Capital Deposit Bank Account

Day 6 - 10

Deed at Notary Public

Day 11

Commercial Registry Entry

Day 12 - 18

## Timeline and Delays A standard formation takes between two and four weeks. The primary variable is the banking compliance check. Swiss banks enforce strict Know Your Customer (KYC) protocols for non-resident shareholders. In our experience, providing a complete source of funds dossier upfront reduces the bank review time by approximately 40%. {{cta:cta-1}} ## Why Choose Zug? The Canton of Zug remains the preferred jurisdiction for international holding companies. The [effective corporate income tax rate is approximately 11.85%](/zug-tax-optimization), one of the lowest in Switzerland \[3\]. Additionally, Zug's authorities are accustomed to dealing with complex international structures, which often results in faster processing times compared to Zurich or Geneva. ## References [1] The Federal Assembly — The Swiss Parliament: Code of Obligations Art. 621 — https://www.fedlex.admin.ch/eli/cc/27/317_321_377/en [2] State Secretariat for Economic Affairs SECO: Representation of the Company — https://www.seco.admin.ch/seco/en/home/Standortfoerderung/Unternehmen_gruenden_und_KMU_managen/Rechtsformen/AG/Organe.html [3] Canton of Zug: Tax Rates 2024 — https://zg.ch/en/taxes/tax-rates **Strategic Assessment**You now have the technical roadmap for the AG formation. The legal framework is precise, but the execution requires rigorous attention to banking compliance and cantonal nuances. We handle the bureaucracy so you can focus on the business logic. If you are ready to proceed with the structure, contact our team in Zug to initiate the capital account opening.

Swiss AG Formation: Requirements, Process, and Costs

FAQ

Maria Werner