AG Formation Switzerland: Aktiengesellschaft Guide

Until 2020, a Swiss AG could issue bearer shares, meaning whoever physically held a paper certificate was legally the shareholder. No name. No register. Complete anonymity. That era is over. Switzerland abolished bearer shares as part of its financial transparency reforms, and every AG shareholder is now registered. Yet the Aktiengesellschaft still offers something the GmbH cannot: shareholder names do not appear in the public Commercial Register. If privacy matters, the AG remains the structure of choice. This guide explains exactly how AG formation Switzerland works in 2026, what it costs, and where founders consistently go wrong.

Common AG Formation Mistakes That Cost CHF 5’000+

The Aktiengesellschaft is Switzerland’s joint-stock company, governed by Articles 620 to 763 of the Swiss Code of Obligations. Before covering the formation process, here are the mistakes we see most often — each one costs real money:

Choosing an AG when a GmbH would suffice. The AG requires CHF 100’000 minimum share capital versus CHF 20’000 for a GmbH. If you do not need shareholder privacy and are not planning investor rounds, you are tying up CHF 80’000 unnecessarily. Formation costs are also higher: CHF 2’500 for an AG versus CHF 1’900 for a GmbH.

Paying in only CHF 50’000 at formation. Legally you can pay half and leave the rest uncalled. In practice, banks strongly prefer fully paid-in capital. One founder who paid only CHF 50’000 spent six additional weeks trying to open a corporate bank account — three banks rejected the application, citing the unpaid portion as a risk signal.

Getting the share structure wrong. Failing to include authorised capital provisions or issuing all shares at the same class when different investor needs are anticipated. Amending the share structure post-formation requires notarisation and register filing: CHF 3’000-5’000 in fees that one hour of upfront planning would have avoided.

Filing without a Swiss-resident board member. The Commercial Register will reject the application outright. Under Art. 718 CO, at least one board member with individual signatory rights must be domiciled in Switzerland. A nominee director costs CHF 5’900/year — but the rejection, re-filing, and duplicated notary fees cost more.

For a full comparison with the GmbH, see our complete guide to Swiss company formation.

Key Characteristics of the Swiss AG

Understanding these features before you begin will save you from costly structural mistakes later.

Minimum share capital: CHF 100,000 (Art. 621 CO). Of this, at least CHF 50,000 must be paid in at formation (Art. 632 CO). The remaining CHF 50,000 can be left uncalled — subscribed but not paid in. This two-tranche structure gives you flexibility, though most founders pay the full amount upfront to simplify banking and investor relations.

Shareholders are not in the public register. This is the most significant privacy distinction from the GmbH. The names of AG shareholders do not appear in the Handelsregister (Commercial Register). The board of directors appears publicly, but the ownership structure is not disclosed to the general public. Since the abolition of bearer shares, shareholders are recorded in the company’s internal share register, which is not publicly searchable.

Shares are freely transferable. Unless the articles of association contain transfer restrictions (Vinkulierung), AG shares can be sold or assigned by contract without notarial involvement. This makes the AG far more practical for investor rounds and equity transactions than the GmbH.

Board of directors (Verwaltungsrat) required. The AG must have a board of directors with at least one member. Under Art. 718 CO, at least one member with individual signatory rights must be domiciled in Switzerland. If there is only one board member, that person must be a Swiss resident with individual signatory rights. This is the Swiss resident requirement that foreign founders most frequently need to resolve before formation.

Statutory auditor rules. Companies meeting two of three thresholds (balance sheet over CHF 20 million, revenue over CHF 40 million, more than 250 full-time employees) require an ordinary audit. Companies below these thresholds but with more than 10 full-time employees require a limited audit. Companies with fewer than 10 full-time employees may opt out of auditing entirely by unanimous shareholder consent under Article 727a CO.

Step-by-Step: How AG Formation Switzerland Works in 2026

Step 1: Name Check and Reservation

Search ZEFIX (zefix.ch) to confirm your proposed company name is available. The name must be unique, not confusable with existing companies, and must include “AG,” “SA” (French cantons), or “SA” (Ticino). Names implying government connections or regulated activities require prior approval.

Names are not formally reserved in Switzerland the way they are in some other jurisdictions. Speed of filing is your protection.

Step 2: Determine Share Structure

Before drafting articles, decide:

• Total share capital (minimum CHF 100,000)
• Number of shares and par value (minimum CHF 0.01 per share since the 2023 reform)
• Whether all shares are the same class or whether you want different classes (e.g., preferred shares, shares with multiple voting rights)
• Whether you want transfer restrictions (Vinkulierung) in the articles

For companies considering future fundraising rounds, getting the share structure right at formation is significantly cheaper than amending it later. We have seen companies spend CHF 3,000 to 5,000 on notarial amendments that could have been avoided with one hour of upfront planning.

Step 3: Draft the Articles of Association (Statuten)

The Statuten are the constitutional document of the AG. They must contain:

• Company name and domicile
• Purpose of the company
• Share capital, number of shares, and par value (Art. 621 CO)
• Composition and election rules for the board of directors
• Rules on shareholder meetings (Generalversammlung)
• Provisions on the distribution of profits
• Form of publications (Swiss Official Gazette of Commerce)

The purpose clause in an AG follows the same logic as in a GmbH: broad enough to accommodate growth without requiring frequent amendments, specific enough to satisfy the register.

Step 4: Open a Capital Deposit Account

The minimum CHF 50,000 (or more, up to the full CHF 100,000 if paying in full) must be deposited in a Swiss bank capital deposit account (Kapitaleinzahlungskonto) before notarisation. The bank issues a blocking confirmation that the notary requires.

Swiss banks have tightened their due diligence procedures considerably in recent years. Opening a capital deposit account for a new AG, particularly with foreign shareholders or board members, can take 2 to 6 weeks depending on the bank.

What actually happens at Swiss banks in 2026: PostFinance frequently rejects AG applications — brand-sensitive names, founders from high-risk jurisdictions, and inadequate revenue source documentation are the main triggers. UBS requires CHF 500,000+ under management for new non-resident clients. Relio AG (Zurich fintech, CHF 249/month) offers fast onboarding via video verification, but explicitly rejects companies with US nexus at the UBO or shareholder level.

The 80% rule: If the bank approves your blocked capital deposit account, there is approximately an 80% chance the account converts to a permanent corporate account after registration. That pre-check is your most reliable signal.

We maintain working relationships with banking partners who understand our clients’ structures. See our page on capital deposit account for more detail.

Step 5: Notarisation and Constituent Meeting

The founding shareholders convene a constituent meeting (konstituierende Generalversammlung) before a Swiss notary. At this meeting, shareholders:

• Adopt the articles of association
• Elect the board of directors
• Elect the statutory auditor (or formally resolve to opt out if eligible)
• Confirm capital subscription
• Sign the Stampa declaration (confirming no undisclosed contributions in kind or asset acquisitions)

All founders or their authorised representatives must be present. A power of attorney is acceptable if a founder cannot attend in person.

Notary fees for AG formation Switzerland typically range from CHF 1,500 to CHF 3,000, reflecting the additional complexity compared to a GmbH.

Step 6: Filing with the Commercial Register

Following notarisation, the application is filed with the cantonal Commercial Register. The filing includes:

• Certified articles of association
• Minutes of the constituent meeting
• Capital deposit confirmation from the bank
• Details of board members, their signatory rights, and their Swiss addresses
• Auditor details (or opting-out resolution)
• Stampa declaration

The Commercial Register fee is approximately CHF 800 or more, depending on share capital and cantonal fees. You can verify the registered entry on ZEFIX once confirmed.

Step 7: Capital Release

Once the Register confirms the entry, the bank releases the capital into the AG’s operating account. The company is now fully operational.

Typical timeline: 3 to 6 weeks for a standard AG formation. More complex structures involving non-cash contributions (Sacheinlage) or acquisition of assets (Sachübernahme) require additional disclosures and valuations and extend the timeline considerably.

Real-World Story: Romanian Entrepreneur Chooses AG Over GmbH for a Single Reason

A Bucharest-based entrepreneur contacted us wanting a Zug entity. He did not need the CHF 100,000 capital structure. He was not planning an investor round. He had no plans to list. He wanted an AG for one reason: privacy.

With a GmbH, his name, domicile, and ownership percentage would appear in the public Commercial Register — visible to any competitor, journalist, or curious counterparty searching ZEFIX. With an AG, the shareholder register is an internal company document. His name would not appear publicly.

The formation itself was standard. The complication: Art. 718 CO requires at least one Swiss-resident board member with individual signatory authority. He had no Swiss contacts — except a friend, a Swiss citizen, willing to serve as board member for approximately one year while the founder arranged his own Swiss residence permit.

We structured this as a temporary arrangement documented in a side letter: clear handover timeline, compensation terms, and exit mechanism. Without written terms, these “friend as director” arrangements routinely become contentious when the transition comes. The friend expects a simple resignation; the founder discovers that removing a director requires a shareholder resolution and a Commercial Register filing, which takes 2-3 weeks.

Total cost: CHF 2,500 for AG registration including notary, CHF 2,400/year for Zug registered address. The CHF 100,000 share capital was fully paid in — not because it was required (CHF 50,000 would have sufficed), but because partially-paid capital creates complications at bank account opening. Banks prefer clean structures.

AG Formation Costs in Switzerland (2026)

Here is a realistic cost breakdown for a standard AG formation with full capital payment:

The capital is not an expense. It belongs to the company the moment the register entry is confirmed and can be deployed immediately.

The full-package reality: Registration (CHF 2,500) + address (CHF 2,400) + nominee director (CHF 5,900) + accounting (CHF 1,800) = CHF 12,600/year before share capital. The nominee fee does not include signing work permits, corporate filings, or banking documents — those are billed at CHF 350/hour. Budget CHF 14,000-16,000 for the first year if the nominee handles any operational tasks.

For companies considering a ready-made AG (a shelf company already registered and waiting for a buyer), timelines can be compressed to days rather than weeks, though share transfer costs and articles amendment costs apply.

Shareholder Privacy: What the AG Actually Offers in 2026

The abolition of bearer shares in 2020 significantly reduced the anonymity once associated with the Swiss AG. But it is important to understand what privacy remains.

The AG maintains an internal share register (Aktienbuch) containing the names of all shareholders. This register is not public. It is available to the company’s board and, in certain circumstances, to Swiss authorities upon formal request.

The public Commercial Register shows: the company name, domicile, purpose, share capital, board members, and auditor. It does not show shareholders.

This means that a competitor, a journalist, or a curious third party cannot look up who owns a Swiss AG. Swiss authorities with a legitimate legal basis can request access to the share register. Financial intermediaries (banks, lawyers, notaries) are required to conduct know-your-customer procedures and report suspicious activity, so the AG does not provide anonymity in any criminal sense.

For legitimate business privacy, the AG remains the best Swiss corporate structure available.

Real-World Story: South African Holding Buys a 1986 Shelf AG for Credibility

An infrastructure group operating across five African countries needed a Swiss AG holding. Two South African UBOs, 50/50 ownership. Expected monthly transactions: 4-5 transfers in the USD 25-500 million range.

The question was not AG versus GmbH — at this transaction scale, the AG was the only viable structure. The question was: new formation or shelf company?

We recommended the shelf. The client purchased a 1986-vintage company from our inventory — 40 years of continuous Commercial Register existence. For counterparties in African commodity markets, running ZEFIX due diligence on your Swiss holding, the difference between “incorporated 2026” and “incorporated 1986” is material. Age signals permanence.

The shelf transfer completed in two days. Cost: approximately CHF 17,000 for the company plus CHF 10,100 for registered address (CHF 2,400), nominee director (CHF 5,900), and dormant accounting (CHF 1,800). The nominee director fee covers the directorship itself — signing work permits, banking documents, and corporate filings are billed separately at CHF 350/hour.

The banking problem: PostFinance was immediately ruled out for this transaction profile. UBS required CHF 500,000 minimum under management. The account ultimately went to a private bank with African trade flow experience — but the banking process alone took 6 weeks. Formation took 2 days. Banking took 6 weeks. That ratio is typical.

2025 shelf company warning: The Commercial Register now has expanded powers to void shell company sales. Changes must be executed in two stages — first the company name and board, then the business activity. Single-stage filings are rejected. Budget approximately CHF 1,700 in additional notary and register fees for the modification sequence.

Board of Directors Requirements

The Verwaltungsrat (board of directors) is the executive and supervisory organ of the AG. Key rules:

Minimum size: One member.

Residency requirement (Art. 718 CO): At least one member with individual signatory rights must be domiciled in Switzerland. If the board has multiple members, the majority must be Swiss residents if the articles do not specify individual signatory rights for each member. In practice, a single Swiss-resident board member with individual signatory authority satisfies the requirement for most foreign-owned AGs.

Fiduciary duties: Board members have statutory duties of care and loyalty. They cannot act in personal interest against the company’s interest. These duties cannot be waived by shareholder vote.

Powers: The board cannot fully delegate its core functions: ultimate management of the company, determining the organisation, financial planning, appointment of key management, and supervision of management. These must remain at board level regardless of any management agreements.

If you need a compliant Swiss board member, our nominee director service provides licensed professionals who meet the statutory requirements.

AG vs GmbH: Choosing the Right Structure

For most international founders setting up a first Swiss entity without complex equity plans, the GmbH is faster and cheaper. For founders where privacy, share transferability, or investor compatibility matter, the AG is worth the additional formation cost.

Read our dedicated GmbH formation page and our guide to Swiss holding company structures for the scenarios where each structure works best.

Tax Considerations for the Swiss AG

The AG is subject to corporate income tax at federal, cantonal, and municipal levels. The effective combined rate varies by canton and is one of the most competitive in Europe in low-tax cantons. Zug’s effective rate for ordinary companies has historically been among the lowest in Switzerland.

Participation deduction (Beteiligungsabzug). An AG holding at least 10% of the share capital of another company, or shares with a fair market value of at least CHF 1 million, qualifies for a participation deduction that effectively reduces or eliminates Swiss corporate tax on dividends received and capital gains from qualifying participations. This makes the AG the dominant vehicle for Swiss holding company structures.

Issuance stamp duty. Contributions of equity capital above CHF 1 million are subject to a 1% federal issuance stamp duty (Emissionsabgabe). The first CHF 1 million of capital is exempt. This is a one-time cost at formation (or at subsequent capital increases) and should be factored into formation planning for larger capitalised entities.

Common Mistakes in AG Formation Switzerland

1. Undercapitalising the paid-in portion. Paying in only CHF 50,000 and leaving CHF 50,000 uncalled can create complications if the company needs capital quickly and calling in the unpaid portion requires a shareholder vote.

2. Getting the share structure wrong at formation. Failing to include authorised capital provisions or issuing all shares at the same class when different investor needs are anticipated. Amendments post-formation are possible but cost CHF 2,000 to 5,000 in notary and register fees.

3. Ignoring the Swiss resident board requirement (Art. 718 CO). Filing a registration application with a board consisting entirely of non-residents. The Commercial Register will reject it.

4. Choosing the wrong canton for tax purposes. Not all Swiss cantons are equal on tax rates. For companies where the holding privilege or low ordinary rates matter, Zug, Nidwalden, and Lucerne offer structurally better outcomes than higher-tax cantons.

5. Forgetting issuance stamp duty planning. For founders contributing more than CHF 1 million in equity at formation, failing to account for the 1% stamp duty is a meaningful surprise.

6. Omitting the Stampa declaration. The notary requires a signed Stampa declaration confirming that there are no undisclosed contributions in kind or asset acquisitions by the company. Missing this document delays the constituent meeting.

Real Problems in AG Formation: What Actually Goes Wrong

Bank rejections at the capital deposit stage. PostFinance frequently rejects AG applications. UBS requires CHF 500’000+ under management for new non-resident clients. Relio AG offers fast onboarding but explicitly rejects companies with US nexus at the UBO or shareholder level. One US-owned company was rejected by three banks before finding a willing institution — the banking process alone took eight weeks.

The “friend as director” trap. A Bucharest-based entrepreneur asked a Swiss friend to serve as board member “for about a year.” Without written terms, these arrangements become contentious at transition. Removing a director requires a shareholder resolution and Commercial Register filing (2-3 weeks). We structure every temporary directorship with a side letter: handover timeline, compensation, exit mechanism.

Register processing delays. Commercial Register processing runs 2-4 weeks for standard filings. Summer months move faster; pre-Christmas filings are consistently slower. Before 2022, you could pay approximately 60% above standard fees for expedited processing. That option no longer exists.

The operating shortcut most guides miss: Your AG can legally begin operating from the moment of notarial signing — you do not need to wait for ZEFIX publication. The notarial deed creates the legal entity. You can sign contracts and invoice immediately under the suffix “i.Gr.” (in Gruendung).

AG vs GmbH vs Shelf Company: Decision Matrix

For a shelf company approach, current inventory ranges from CHF 15’000 (15-17 years old) to CHF 47’500 (1933 vintage, 93 years old). All come debt-free with share certificates.

Ready to Form Your Swiss AG?

Frequently Asked Questions: AG Formation Switzerland

Q: Can I start operating my AG before the Commercial Register entry?

Yes. The company can legally begin operating from the moment of notarial signing. The notarial deed creates the legal entity; the register entry is declaratory, not constitutive. You can sign contracts, begin client work, and invoice under the company name with the suffix “i.Gr.” (in Gruendung) immediately after the notary appointment.

Q: Do I really need a nominee director as a non-resident?

Yes, if no founder or employee is resident in Switzerland. Art. 718 CO requires at least one board member with individual signatory rights to be domiciled in Switzerland. This is a hard statutory requirement — the Commercial Register will reject any filing that does not satisfy it. Standard nominee director fee: CHF 5’900/year. Premium (higher involvement, e.g. banking meetings): CHF 7’400/year. Six-month interim: CHF 4’500. The fee covers the directorship itself — signing work permits, banking documents, and corporate filings are billed separately at CHF 350/hour.

Q: How much does AG formation actually cost all-in?

AG registration including notary: CHF 2’500. Add registered address (CHF 2’400/year in Zug), nominee director (CHF 5’900/year), and accounting (CHF 1’800/year) for the full package: approximately CHF 12’600/year before share capital. The share capital (minimum CHF 50’000 paid in, from CHF 100’000 total) is not a cost — it remains in the company as working capital.

Q: How long does AG formation in Switzerland take?

A standard AG formation with no contributions in kind and straightforward ownership takes 3 to 6 weeks from first instruction to Commercial Register entry. Banking due diligence is often the longest single step. Complex structures with non-cash contributions or foreign shareholders requiring enhanced verification can extend this to 8 to 10 weeks.

Q: What is the minimum share capital for a Swiss AG?

The minimum share capital for a Swiss AG is CHF 100,000 under Art. 621 CO. At least CHF 50,000 must be paid in at formation (Art. 632 CO). The remaining CHF 50,000 may be left uncalled — subscribed but not yet paid. Most founders pay the full CHF 100,000 upfront to simplify banking and investor relations.

Q: Can foreign nationals form a Swiss AG without a Swiss resident director?

No. Under Art. 718 CO, at least one board member with individual signatory rights must be domiciled in Switzerland. Foreign nationals who have no Swiss-resident contacts commonly use a professional nominee board member service to satisfy this requirement. The nominee director must be a genuine, qualified person — not a shell.

Q: Can I form a Swiss AG as a sole shareholder?

Yes. A single individual or a single legal entity can be the sole shareholder of a Swiss AG. The Swiss resident board requirement under Art. 718 CO still applies. A sole shareholder can also be the sole board member, provided they are Swiss-resident, or can engage a nominee board member to satisfy the residency requirement.

Q: Are AG shareholders truly anonymous in Switzerland?

AG shareholders are not listed in the public Commercial Register, which is the register anyone can search. Shareholders are recorded in the company’s internal share register (Aktienbuch). Swiss authorities with a formal legal basis can access this register. Banks and other financial intermediaries conduct their own KYC procedures and can identify beneficial owners. The AG provides business privacy from public view, not legal anonymity from authorities.

Q: What documents are needed for AG formation in Switzerland?

Required documents include: draft articles of association (Statuten), identity documents of all founders and board members, proof of address for Swiss-resident board members, capital deposit confirmation from the bank, the Stampa declaration (confirming no undisclosed contributions in kind), and the constituent meeting minutes prepared by the notary. Foreign documents typically require a certified translation and apostille.

Q: What is a Stampa declaration and why is it required?

The Stampa declaration is a signed statement by the founders confirming that no contributions in kind (Sacheinlagen) or asset acquisitions (Sachübernahmen) have been agreed outside the formal formation documents. It protects the Commercial Register from undisclosed transactions that could distort the stated share capital. Without this declaration, the notary cannot proceed with the constituent meeting.

Q: What is the difference between authorised capital and conditional capital in a Swiss AG?

Authorised capital (genehmigtes Kapital) gives the board authority, without a shareholder vote, to increase share capital up to a maximum amount specified in the articles within a defined period. This is useful for investor rounds where speed matters. Conditional capital (bedingtes Kapital) pre-authorises the issuance of new shares upon conversion of convertible instruments or exercise of options. Both provisions must be included in the original articles or added by notarial amendment later.

Q: Do I need a Swiss bank account to form an AG?

Yes. The capital deposit account (Kapitaleinzahlungskonto) required before notarisation must be held at a Swiss bank or a bank with a Swiss branch authorised to hold such deposits. After registration, this becomes or converts into the company’s regular corporate account. We coordinate this with banking partners to minimise delays. See our capital deposit account guide for more detail.

Q: What are the annual obligations of a Swiss AG?

A Swiss AG must hold an annual general meeting (Generalversammlung) within six months of the financial year end, approve annual accounts, and elect or re-elect board members and auditors. It must file annual tax returns with cantonal and federal tax authorities. If the AG meets the audit thresholds, it must appoint a licensed statutory auditor. The AG must also maintain and update its internal share register and notify the Commercial Register of any changes to board composition or signatory rights.

Q: How does AG formation Switzerland compare to GmbH formation?

The AG requires CHF 100,000 minimum capital (versus CHF 20,000 for a GmbH), involves higher notary fees (CHF 1,500–3,000 versus CHF 800–1,500), and takes longer due to bank due diligence on larger capital amounts. However, the AG offers shareholder privacy (names not in the public register), freely transferable shares without notarial involvement, and is compatible with institutional investor mandates that exclude GmbH investments. Read our full AG vs GmbH comparison on the company formation Switzerland page.

Q: What does AG formation in Switzerland cost in 2026?

Excluding the share capital deposit (which is returned to the company on registration), the out-of-pocket formation cost for a standard AG runs CHF 3,000 to 5,000. This covers notary fees (CHF 1,500–3,000), Commercial Register fees (CHF 800+), and basic advisory work. Legal fees vary by scope. The share capital itself — minimum CHF 50,000 paid in — is not an expense; it belongs to the company from the moment of registration.

Lawsupport (Morgan Hartley Consulting) | Grafenauweg 4, Zug | +41 44 51 52 592 | [email protected]