An Aktiengesellschaft (AG) is Switzerland’s primary corporate vehicle, equivalent to a UK PLC or US corporation. Governed by Art. 620–763 of the Swiss Code of Obligations (CO), the AG is a share corporation with limited liability, a mandatory board of directors, and a minimum share capital of CHF 100’000. It accounts for roughly 35% of all commercial entities in the Swiss Commercial Register. If you already know you want to form one, see our step-by-step AG formation guide. This article explains what the Aktiengesellschaft actually is, how it works, and when it is the right choice.
What Is an Aktiengesellschaft?
The word “Aktiengesellschaft” translates literally as “share company” (Aktie = share, Gesellschaft = company). In the French-speaking cantons, the same entity is called a société anonyme (SA). In Italian-speaking Ticino, it is a società anonima (SA). All three designations refer to the identical legal form under federal Swiss law.
The AG is a legal person — a separate entity from its shareholders. Shareholders’ liability is limited to the amount of their capital contribution. The AG can own property, enter contracts, sue and be sued in its own name. It exists independently of its founders: shares can be transferred, and the company persists regardless of changes in ownership.
Switzerland had approximately 220’000 registered AGs as of early 2026, according to data from ZEFIX (the Central Business Name Index). The AG is used by single-person businesses, family offices, multinational holding structures, and publicly listed companies alike.
Key Features of a Swiss AG
Share capital. Minimum CHF 100’000, divided into shares with a par value of at least CHF 0.01 each (since the 2023 CO revision). At least CHF 50’000 — or 20% of the total share capital, whichever is greater — must be paid in at incorporation. The remainder can be left as uncalled capital.
Share types. The AG may issue registered shares (Namenaktien) or participation certificates (Partizipationsscheine). Bearer shares were abolished in 2020. Shares can be divided into different classes with varying voting rights or dividend preferences, provided the articles of association specify this.
Ownership privacy. Shareholders are recorded in the company’s internal share register (Aktienbuch), not in the public Commercial Register. This is the principal privacy advantage over the GmbH, where every quota holder’s name is publicly visible.
Board of directors (Verwaltungsrat). At least one member is required. At least one person with individual signatory authority must be resident in Switzerland (Art. 718 para. 4 CO). The board carries non-delegable duties including strategic oversight, financial supervision, and appointment of management.
Audit requirement. An ordinary audit is mandatory if the AG exceeds two of three thresholds in two consecutive years: balance sheet total CHF 20 million, revenue CHF 40 million, or 250 full-time employees. Below these thresholds, a limited audit (Eingeschränkte Revision) applies. Companies with fewer than 10 full-time employees may opt out of audit entirely if all shareholders agree.
Disclosure. The AG files its articles of association and board composition with the Commercial Register. Annual financial statements are not publicly filed unless the AG is listed on a stock exchange. This contrasts with UK and German regimes where all limited companies must file accounts.
AG vs GmbH: When to Choose Which
The AG and the GmbH are the two standard commercial entities in Switzerland. They share limited liability and separate legal personality but differ in critical areas.
| Feature | AG (Aktiengesellschaft) | GmbH (Gesellschaft mit beschränkter Haftung) |
|---|---|---|
| Minimum capital | CHF 100’000 | CHF 20’000 (fully paid) |
| Ownership privacy | Shareholders not in public register | All quota holders listed publicly |
| Share transfer | Transfer by endorsement or assignment — no notary needed | Notarial deed required for every transfer |
| Governance | Board of directors (Verwaltungsrat) | Managing officers (Geschäftsführer) |
| Audit opt-out | Available below 10 FTE with unanimous shareholder consent | Same rules |
| Formation cost | CHF 3’000–5’000 (excl. capital) | CHF 1’500–2’500 (excl. capital) |
| Best for | Holdings, investor-backed companies, privacy-sensitive owners | SMEs, startups, owner-managed businesses |
Choose an AG when: you need shareholder privacy, plan to raise capital from institutional investors (many fund mandates exclude GmbH investments), intend to create a holding structure, or anticipate frequent share transfers.
Choose a GmbH when: you want lower capital commitment, run an owner-managed business, and do not require ownership confidentiality. For a full entity comparison, see Swiss entity types compared.
How the Swiss AG Compares Internationally
Founders familiar with corporate structures elsewhere often ask how the Swiss AG maps to their home jurisdiction. The table below shows the principal differences.
| Feature | Swiss AG | German AG | UK PLC | US C-Corp (Delaware) | French SA |
|---|---|---|---|---|---|
| Minimum capital | CHF 100’000 | EUR 50’000 | GBP 50’000 | No statutory minimum | EUR 37’000 |
| Board structure | Unitary (one board) | Dual (Vorstand + Aufsichtsrat) | Unitary | Unitary | Choice of unitary or dual |
| Residence requirement | 1 board member in CH | No residence rule, but employee co-determination applies | 1 director, no residence rule | None | None |
| Financial statements filed publicly | Only if listed | Yes (all AGs) | Yes (all PLCs) | Only if listed (SEC) | Yes (all SAs) |
| Share transfer formality | Endorsement / assignment | Endorsement / assignment | CREST / stock transfer form | Book entry / DTC | Book entry |
| Employee co-determination | None | Mandatory above 500 employees | None | None | Works council above 50 employees |
Key differences for foreign entrepreneurs:
- German AG vs Swiss AG. German law mandates a dual-board structure (Aufsichtsrat + Vorstand) and employee representation on the supervisory board for companies above 500 employees. Swiss law requires neither. The Swiss AG board can manage the company directly or delegate to officers, with no forced separation of oversight and management. Minimum capital is also higher in Switzerland (CHF 100’000 vs EUR 50’000), but Swiss AGs face lower reporting obligations.
- UK PLC vs Swiss AG. UK PLCs must file annual accounts at Companies House, making financial data publicly accessible. Swiss AGs file accounts only with tax authorities — not with the Commercial Register — unless listed. The UK imposes no board residency requirement; Switzerland requires at least one Swiss-resident signatory.
- US C-Corp vs Swiss AG. Delaware imposes no minimum capital. Swiss law requires CHF 100’000, of which at least CHF 50’000 must be deposited before formation. US corporations face state-level franchise taxes; Swiss AGs pay federal, cantonal, and municipal corporate income tax.
Governance and Board Structure
The board of directors (Verwaltungsrat) is the mandatory governing body of every AG. Its core duties, defined in Art. 716a CO, cannot be delegated:
- Strategic direction — setting the company’s overall direction and issuing necessary directives
- Financial oversight — organising accounting, financial controls, and financial planning
- Appointment and supervision — appointing and removing management, determining signatory rights
- Annual report — preparing the annual report and the general meeting
- Notification of insolvency — notifying the court if half the share capital and reserves are no longer covered
Swiss residence requirement. At least one board member with individual signatory authority must be domiciled in Switzerland. This person must be a natural person — a corporate director is not permitted (unlike in the UK). For foreign-owned AGs, this requirement is commonly satisfied through a nominee director arrangement.
Signatory authority (Zeichnungsberechtigung). The board decides who can bind the company legally. Common configurations include sole signatory authority (Einzelunterschrift) for senior officers and collective authority (Kollektivunterschrift zu zweien) requiring two signatures for significant transactions. These are recorded in the Commercial Register.
General meeting (Generalversammlung). The shareholders’ general meeting is the supreme organ of the AG. It must convene at least annually within six months of the financial year end. Key powers reserved to the general meeting include: electing and removing board members, approving annual accounts, deciding on profit distribution, and amending the articles of association.
Audit thresholds. Companies that do not exceed the ordinary audit thresholds (CHF 20M balance sheet, CHF 40M revenue, 250 FTE) are subject only to a limited statutory review. AGs with fewer than 10 full-time employees may opt out entirely with unanimous shareholder consent — a provision used by the majority of small AGs.
Tax Treatment of a Swiss AG
The AG is taxed as a separate legal entity. Its tax obligations operate at three levels.
Federal corporate income tax. A flat rate of 8.5% on net profit, applied after allowable deductions.
Cantonal and municipal tax. Rates vary by canton. Effective combined rates (federal + cantonal + municipal) range from approximately 11.9% in Zug to 21.0% in Bern, with most cantons falling between 12% and 15%.
Capital tax. Cantonal tax on equity (share capital plus reserves). Rates are modest — typically 0.01% to 0.05% of taxable equity — but apply regardless of profitability.
Withholding tax on dividends. Switzerland levies a 35% withholding tax (Verrechnungssteuer) on dividend distributions. Swiss-resident individual shareholders can reclaim this in full through their tax return. Foreign shareholders may obtain partial or full relief under an applicable double tax treaty.
Participation exemption. If the AG holds at least 10% of another company’s share capital (or a participation worth CHF 1 million), dividend income and capital gains from that participation qualify for the participation deduction (Beteiligungsabzug). This effectively eliminates double taxation and makes the AG the standard vehicle for holding company structures.
Patent box and R&D deductions. Under the Federal Act on Tax Reform and AHV Financing (TRAF), cantons may offer a patent box regime reducing taxable income from qualifying IP by up to 90%, plus additional deductions of up to 50% for qualifying R&D expenditure. The combined benefit is capped: the total reduction of cantonal taxable profit may not exceed 70%.
For full details on corporate taxation, see corporate tax Switzerland.
Forming an Aktiengesellschaft in Switzerland
The AG formation process has distinct stages. A detailed walkthrough is in our AG formation guide; the summary below covers the essential steps.
1. Preparation. Draft articles of association (Statuten). Reserve the company name through the cantonal Commercial Register. Define the share structure: number of shares, par value, share classes, and any authorised or conditional capital provisions.
2. Capital deposit. Open a capital deposit account (Kapitaleinzahlungskonto) at a Swiss bank. Deposit at least CHF 50’000 (or 20% of total capital if above CHF 100’000). The bank issues a confirmation letter for the notary. For foreign founders, this step typically takes 2–6 weeks due to bank due diligence.
3. Notarial deed. The constituent meeting (Gründungsversammlung) takes place before a Swiss notary. The founders adopt the articles, elect the board, appoint auditors (if applicable), and sign the Stampa declaration confirming no undisclosed contributions in kind.
4. Commercial Register entry. The notary files the application with the cantonal Commercial Register. Processing takes 5–15 business days depending on the canton. The AG acquires full legal personality upon entry.
5. Post-registration. Register for VAT if annual turnover exceeds CHF 100’000 (see VAT guide). Register with AHV/social insurance authorities if hiring employees. Convert the capital deposit account into a regular corporate bank account.
Total timeline: 3–6 weeks for a standard formation, longer if complex structures or foreign elements are involved.
The Aktiengesellschaft has served as Switzerland’s principal corporate form since the 1881 Code of Obligations. Its combination of limited liability, ownership privacy, and flexible governance makes it the default structure for businesses that need credibility with banks, investors, and international counterparts. Whether you are setting up a single-entity trading company or a multi-layered holding structure, the AG provides the legal framework to operate at scale within one of the world’s most stable commercial jurisdictions.
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Morgan Hartley Consulting has been forming Swiss companies for over 18 years from our office at Baarerstrasse 135, 6300 Zug. We have completed more than 1,000 formations for founders and companies in over 40 countries. Whether you need a new AG, a ready-made shelf company, or guidance on the right entity type, we manage every step — from articles of association to Commercial Register entry.
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