Company Formation Switzerland: Complete Guide (2026)

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Switzerland registers over 45,000 new companies every year, yet fewer than 15% of foreign founders understand the legal distinction between the two most common entity types before they begin the process. That single gap — choosing the wrong structure at the outset — costs founders time, money, and occasionally requires a full restructuring down the line.

If you are researching company formation in Switzerland, you already know the destination is right. What you need is a clear, legally accurate map of the route. This guide gives you exactly that: every entity type, every step in the registration process, all relevant costs, and the canton comparison you need to make a sound decision.

Choosing between AG and GmbH? Talk to a Swiss lawyer — 1-2 hour response time.


Why Switzerland: The Numbers Behind the Reputation

Switzerland is not simply a prestigious address. It is a jurisdiction with measurable structural advantages that compound over time.

The Swiss corporate tax system operates at three levels: federal, cantonal, and communal. The federal rate is a flat 8.5% on profit after tax (approximately 7.83% effective). What varies dramatically is the cantonal and communal portion. In Zug, the combined effective corporate tax rate sits at approximately 11.8%, one of the lowest in Europe for a fully onshore, OECD-compliant jurisdiction. Zurich carries an effective rate of approximately 19.7%. Geneva lands at approximately 14%. The canton you choose is not a formality; it is a financial decision with long-term consequences.

Switzerland is also a signatory to over 100 double taxation agreements, giving Swiss-resident companies access to reduced withholding rates on dividends, interest, and royalties from counterparty jurisdictions. The holding company participation exemption, which applies to qualifying dividend income and capital gains from subsidiaries, can reduce effective tax on investment income to near zero.

Beyond tax, Switzerland offers political stability, a strong rule of law, a highly skilled multilingual workforce, and a legal system grounded in the Swiss Code of Obligations (Obligationenrecht, OR) that has remained substantively stable for decades. Founders and investors can plan with a high degree of confidence that the rules will not change arbitrarily.

For more detail on how cantonal rates affect your overall tax burden, see our guide to Swiss corporate tax rates.


Entity Types: Choosing the Right Structure

Switzerland offers several legal forms for business activity. The choice determines your minimum capital requirement, your liability exposure, your privacy profile, and your administrative obligations. Below is a comparison of the six structures most relevant to international founders.

EntityMin. CapitalLiabilityShareholder PrivacyBest For
AG (Aktiengesellschaft)CHF 100,000 (CHF 50,000 paid in at formation)Limited to share capitalHigh (not public)Larger companies, investment vehicles, IPO candidates
GmbH (Gesellschaft mit beschränkter Haftung)CHF 20,000Limited to quota capitalLow (shareholders in public register)SMEs, startups, professional services
Holding CompanyCHF 100,000 (AG form)LimitedHighMulti-entity structures, IP holding, investment
Foundation (Stiftung)CHF 50,000 (recommended)N/AModerateFamily wealth, philanthropy, charitable purposes
Sole Proprietorship (Einzelfirma)NoneUnlimited personal liabilityNoneFreelancers, micro-businesses
Shelf Company (Mantelgesellschaft)Already paidLimitedDepends on formFounders who need an active company immediately

AG (Aktiengesellschaft)

The AG is Switzerland’s capital company par excellence. Minimum share capital is CHF 100,000, of which at least CHF 50,000 must be paid in at the time of formation. The remainder can be called up later. Shares in an AG are not publicly disclosed in the Commercial Register unless the company opts for registered shares (Namenaktien). Bearer shares (Inhaberaktien) in non-listed AGs must now be held via a recognised intermediary following the 2019 amendments to the Code of Obligations. The AG is the standard vehicle for companies that anticipate outside investment, eventual listing, or that value the additional privacy layer.

For a detailed breakdown of this structure, see our AG (Aktiengesellschaft) formation guide.

GmbH (Gesellschaft mit beschränkter Haftung)

The GmbH requires only CHF 20,000 in minimum capital, all of which must be fully paid in at formation. It is Switzerland’s most common entity type for small and medium-sized enterprises. The critical privacy distinction: GmbH shareholders (Gesellschafter) and their quota holdings are recorded in the Commercial Register, which is publicly searchable. For founders who prefer not to disclose their ownership publicly, the AG is the more appropriate vehicle.

For full details, see our GmbH formation Switzerland guide.

Holding Company

A Swiss holding company is typically incorporated as an AG. Its primary activity is holding shares in subsidiaries. Under Swiss tax law, a holding company qualifies for the participation exemption (Beteiligungsabzug) on dividend income and capital gains from qualifying participations. This exemption scales with the size of the participation and can reduce effective tax on qualifying income to near zero. Zug is the dominant canton for holding structures.

See our Swiss holding company guide for structuring details.

Foundation (Stiftung)

The Swiss foundation is a legal entity without members or shareholders, dedicated to a defined purpose. Family foundations (Familienstiftungen) are used for wealth preservation and succession planning. Charitable foundations (gemeinnützige Stiftungen) enjoy additional tax privileges. The foundation is supervised by a cantonal or federal supervisory authority depending on its purpose and geographic scope.

Sole Proprietorship (Einzelfirma)

The sole proprietorship requires no minimum capital. Registration with the Commercial Register is mandatory once annual turnover exceeds CHF 100,000. The critical limitation: the owner bears unlimited personal liability for all business obligations. This structure is appropriate for individual consultants or freelancers in the early stages of activity. See our sole proprietorship Switzerland guide.

Shelf Company (Mantelgesellschaft)

A shelf company is an already-incorporated, dormant entity available for immediate transfer. Shelf companies are useful when speed is the primary constraint — for example, when a client contract requires a Swiss entity within days rather than weeks. Transfer happens in 1-2 days; modifications (name, purpose, board changes) require a minimum of 2 weeks.

Current market pricing depends entirely on age: CHF 15,000-17,000 for companies aged 15-17 years, scaling up to CHF 47,500 for a 1933 vintage. All come debt-free with audited balance sheets and share certificates.

2025 rule change: The Commercial Register now has expanded powers to void shell company sales and can request financial documentation during the transfer process. Changes must be executed in two stages — first the company name and board, then the business activity. Attempting everything in a single filing will be rejected. This two-stage requirement adds approximately CHF 1,700 in notary and register fees.


AG vs GmbH vs Shelf Company: At a Glance

FactorGmbHAGShelf Company
Formation cost (incl. notary)CHF 1’900CHF 2’500CHF 15’000-47’500 + ~CHF 1’700 modification
Minimum capitalCHF 20’000 (fully paid)CHF 100’000 (CHF 50’000 paid in)Already paid (included in price)
Time to operational entity2-4 weeks3-6 weeks1-2 days (transfer); 2+ weeks with modifications
Shareholder privacyLow (public register)High (internal register only)Depends on entity type
All-in first year (address + nominee + accounting)~CHF 12’000 + capital~CHF 12’600 + capital~CHF 11’800 + company price + capital
Best forSMEs, subsidiaries, startupsHoldings, investor rounds, privacyUrgent deadlines, established registration date

The Step-by-Step Company Formation Process in Switzerland

Swiss company formation follows a defined statutory sequence. Here is how it works for an AG or GmbH, which account for the vast majority of incorporations we handle.

Step 1: Name Check on ZEFIX

Before drafting any documents, confirm your proposed company name is available. ZEFIX (Zentraler Firmenindex) is the Swiss federal commercial register index, freely searchable at zefix.ch. The name must be distinctive, not misleading, and not identical or confusingly similar to an existing registered name. It must also include the legal form suffix (AG or GmbH). Common descriptive names without distinctive elements will be rejected by the Commercial Register.

Step 2: Draft Articles of Association (Statuten)

The articles of association define the company’s purpose, share structure, governance rules, financial year, and other foundational matters. For an AG, the articles must comply with Arts. 620-763 of the Swiss Code of Obligations. For a GmbH, the relevant provisions are Arts. 772-827 CO. The articles govern how decisions are made, how shares are transferred, and what happens in a dispute between shareholders. Poorly drafted articles create problems that are expensive to fix later.

Step 3: Appoint a Swiss-Resident Director

Article 718 of the Swiss Code of Obligations requires that at least one member of the board of directors (for an AG) or one managing director (for a GmbH) has individual signatory authority and is domiciled in Switzerland. This is a hard statutory requirement, not a best practice. For founders who do not have a Swiss-resident individual available, a Swiss nominee director service provides a compliant solution.

Step 4: Open a Capital Deposit Account at a Swiss Bank

Before the notarisation appointment, the required capital must be deposited into a blocked capital deposit account (Kapitaleinzahlungskonto) at a Swiss bank. The bank issues a confirmation letter (Einzahlungsbestätigung) certifying the deposit. This letter is a required document at notarisation. The account remains blocked until the Commercial Register confirms registration, at which point the funds are released to the operating account. See our capital deposit account Switzerland guide.

Banking reality in 2026: This step is where most formations stall. PostFinance, the most accessible Swiss bank for new companies, frequently rejects applications. We have seen rejections triggered by brand-sensitive company names (a client using “Tesla” in their company name received detailed compliance questions from PostFinance), insufficient documentation of the business model’s revenue source, or high-risk jurisdiction of the founder. UBS typically requires CHF 500,000 or more under management before onboarding non-resident clients for new company accounts.

Relio AG (a Zurich-based fintech) offers same-day account opening after video verification at CHF 249/month, but explicitly rejects companies with US nexus at the UBO or shareholder level. We had a US-owned company rejected by Relio, forced to route through a UK parent company’s Ebury account — which created compliance issues that took months to untangle.

The 80% signal: If the bank approves your blocked capital deposit account, there is roughly an 80% chance the account converts to a permanent corporate account after registration. That pre-check approval is your strongest early indicator.

For guidance on the banking process, see our Swiss bank account opening guide.

Step 5: Notarisation (In Person or via Power of Attorney)

The incorporation must be executed before a Swiss notary public. The notary authenticates the articles of association, verifies the identity of the founders, confirms the capital deposit, and records the Stampa Declaration. The Stampa Declaration is a statutory confirmation in which the founders declare that there are no contributions in kind (Sacheinlage), no acquisition of assets, and no special privileges not disclosed in the articles. This declaration is mandatory and cannot be waived.

A critical point for international founders: you do not need to travel to Switzerland. Incorporation can be completed via a notarised and apostilled power of attorney, allowing a Swiss representative to sign on your behalf before the notary. Lawsupport handles this regularly for clients in Asia, the Middle East, the Americas, and across Europe. Notary fees typically range from CHF 1,000 to CHF 2,500 depending on the canton, notary, and complexity.

Step 6: Commercial Register Filing

Following notarisation, the notary or the founders’ representative files the incorporation documents with the cantonal Commercial Register (Handelsregister), in accordance with the Handelsregisterverordnung (HRegV). The filing fee is approximately CHF 600. Registration typically takes 2-4 weeks. Summer months (July-August) tend to be faster; the pre-Christmas period (November-December) is consistently slower across all cantonal registers.

The operating hack: Your company can legally begin operating from the moment of notarial signing — you do not need to wait for ZEFIX publication. The company exists as a legal entity from the notarial deed; the register entry is declaratory, not constitutive, for most practical purposes. You can sign contracts, begin client work, and invoice under the company name immediately after the notary appointment.

Before 2022, it was possible to pay a surcharge of approximately 60% above standard fees for expedited Commercial Register publication. This option no longer exists. There is no fast-track available at any cantonal register.

See our Swiss Commercial Register guide for the full registration process.

Step 7: UID Number Issued

Upon registration, the Federal Tax Administration automatically issues a Unternehmens-Identifikationsnummer (UID), formatted as CHE-xxx.xxx.xxx. This is the company’s universal identification number, used for all interactions with Swiss authorities including tax filings, VAT registration, and social insurance.

Step 8: Bank Account Activation, VAT Registration if Needed

Once the UID is issued and registration is confirmed, the capital deposit account is unblocked and the funds transfer to the company’s operating account. If the company expects to exceed CHF 100,000 in annual taxable turnover, VAT registration with the Federal Tax Administration (ESTV) is mandatory. Voluntary registration is possible below that threshold and may be advantageous if the company incurs significant Swiss VAT on its inputs.

Ready to start? Lawsupport handles every step from name check to bank account. Call us at +41 44 51 52 592.


Canton Selection: Where to Incorporate and Why It Matters

The canton of incorporation determines the applicable cantonal and communal tax rates, the local Commercial Register office, and the registered office requirement. You must have a verifiable registered address in the chosen canton.

Zug is the preferred canton for holding companies, international trading companies, and IP-holding structures. The effective combined corporate tax rate of approximately 11.8% is among the lowest in Switzerland. The Zug Commercial Register is efficient, the cantonal administration is experienced with international structures, and the local infrastructure — law firms, fiduciaries, and banks — is well-developed for corporate services. Lawsupport’s office is at Grafenauweg 4, Zug. For a registered address in Switzerland or virtual office in Zug, we can arrange this directly.

Zurich carries a higher effective rate of approximately 19.7% but offers unmatched access to financial institutions, a deep talent pool, and the prestige of Switzerland’s largest city. It is the natural choice for companies whose primary activity involves the Zurich financial ecosystem or companies that need to hire locally at scale.

Geneva at approximately 14% sits between Zug and Zurich on the tax spectrum. It is the primary choice for companies in commodities trading, private banking, international organisations, and businesses requiring proximity to the French-speaking world or Geneva’s specific regulatory environment.

Other cantons worth considering include Schwyz, Nidwalden, and Obwalden, all of which have competed on tax rates in recent years. See our cantonal tax comparison Switzerland for a detailed breakdown.

For a focused analysis of the Zug option, see our company formation in Zug guide. For Zurich, see our company formation in Zurich guide.


Formation Mistakes That Cost CHF 5’000+

We have seen every version of the following mistakes. Each one is preventable.

Choosing the wrong entity type. A GmbH founder who needs shareholder privacy discovers — after registration — that every GmbH shareholder is publicly listed on ZEFIX. Converting to an AG costs CHF 3’000-6’000 in professional fees plus CHF 80’000 in additional share capital. An AG founder who does not need privacy or investor compatibility pays CHF 100’000 in capital when CHF 20’000 would have sufficed.

Underestimating the banking timeline. The capital deposit account is the longest single step. PostFinance takes 3-4 weeks and frequently rejects. UBS requires CHF 500’000+ under management. Starting the bank application on day one — not day fifteen — is the single most effective way to compress the total timeline.

Ignoring the two-stage shelf company rule. Since 2025, shelf company modifications must be filed in two stages: first the name and board, then the purpose and activity. Single-stage filings are rejected. This adds approximately CHF 1’700 in fees and 1-2 weeks — a surprise for clients who expected a “3-day” shelf transfer.

Using a “friend as director” without written terms. Swiss law requires at least one Swiss-resident board member or managing director with individual signatory rights. Founders often ask a Swiss friend to serve temporarily. Without a side letter documenting the handover timeline, compensation, and exit mechanism, these arrangements routinely become contentious. Removing a director requires a shareholder resolution and Commercial Register filing — 2-3 weeks minimum.


Three Client Case Studies

Case 1: South African Holding — Why a 1986 Shelf Company Beat a New Formation

An infrastructure group operating across South Africa, DRC, Ghana, Kenya, and Congo needed a Swiss AG holding in Zug. Expected transaction volume: 4-5 transfers per month in the USD 25-500 million range. Two UBOs with 50/50 ownership.

The logical move was a new AG formation. Instead, we recommended a shelf company from 1986 — 40 years old at the time of transfer. The reason: for transactions of this scale with counterparties in African commodity markets, a company with decades of continuous existence on the Commercial Register carries materially more weight than a freshly formed entity. The age is visible on ZEFIX to any counterparty running due diligence.

The shelf transfer took two days. Cost: approximately CHF 17,000 for the company plus CHF 10,100 for address, nominee director, and accounting setup. We advised keeping the company registered in Zurich initially rather than transferring the seat to Zug — changing canton before the company shows any turnover raises unnecessary questions at the destination register. Move the seat after demonstrating activity.

Case 2: Romanian Entrepreneur — AG for Privacy, Not Prestige

A Bucharest-based entrepreneur wanted a Zug AG. Not for the CHF 100,000 capital structure, not for investor readiness — for privacy. As a GmbH shareholder, his name and ownership stake would appear in the public Commercial Register. With an AG, the shareholder register is internal.

The formation was straightforward. The complication was the Swiss-resident board member requirement under Art. 718 CO. The client had a friend — a Swiss citizen — willing to serve as board member for approximately one year while the client arranged his own Swiss residence. We structured this as a temporary arrangement with a clear handover timeline, documented in a side letter, to avoid disputes at separation. This scenario is common, but without written terms the transition often becomes contentious.

Total formation cost: CHF 2,500 for registration including notary, plus CHF 2,400/year for a Zug registered address.

Case 3: German Tech Founder — The 6-Month Fallacy

A German tech founder relocating from London with his Swedish wife and three children planned to form a company and serve as his own director within 5-6 months. He requested a nominee director for the interim.

We flagged the problem immediately: 6 months is almost never enough. The relocation timeline — finding housing, enrolling children in school, obtaining a residence permit, completing the move — typically takes 2 or more months for the administrative steps alone. Add the time needed to physically relocate, and most founders need 8-12 months before they hold a Swiss residence permit and can replace the nominee.

The nominee director costs CHF 5,900/year. If the transition takes 14 months instead of 6, the client pays for a full second year. We quoted a 6-month interim rate of CHF 4,500 but set clear expectations: budget for the full annual fee.


Costs: What to Budget for a Swiss Incorporation

Transparency on costs matters. Here is a realistic breakdown for a standard AG or GmbH formation.

Cost ItemAmount (CHF)
GmbH registration (incl. notary)1,900
AG registration (incl. notary)2,500
Registered address (Zug, annual)2,400
Registered address (Zurich, annual)3,000
Nominee director (annual)5,900
Nominee director, premium tier (higher involvement)7,400
Dormant company accounting (annual)1,400 - 1,800
Capital deposit (returned to company)20,000 (GmbH) or 50,000 (AG)

The all-in formation package — registration, registered address, nominee director for 12 months, and basic accounting setup — runs CHF 9,000 to CHF 11,000, plus your share capital. With a full nominee package including accounting, expect approximately CHF 12,000 before capital.

The hidden cost most providers omit: The nominee director fee of CHF 5,900/year covers the directorship itself. It does not cover signing work permits, preparing corporate filings, attending board meetings, or signing banking documents. Those tasks are billed separately at CHF 350/hour. We have seen clients budget CHF 5,900 and receive invoices for CHF 9,000+ in the first year because they did not account for the hourly component. Ask any provider to confirm in writing what is and is not included before you sign.

The capital deposit is not a cost; it is the company’s own capital, released to the operating account upon registration. It is available for the company’s business purposes immediately after registration is confirmed.

Additional costs to anticipate after formation include: annual accounts preparation, corporate tax filing, and registered address renewal. The mandatory audit threshold for Swiss companies is a balance sheet total exceeding CHF 20 million, revenue exceeding CHF 40 million, or more than 250 full-time equivalent employees on average. Most SMEs and holding companies fall below this threshold and are eligible to opt out of the audit requirement if all shareholders consent.


Ongoing Compliance After Formation

Incorporation is the beginning, not the end, of your Swiss legal obligations. The main ongoing requirements are:

Annual General Meeting (GV/GmbH: Gesellschafterversammlung): Swiss law requires an annual general meeting of shareholders. For a GmbH with a single shareholder, this can be a circular resolution. The AGM approves the annual accounts and elects the board.

Annual Accounts: Every Swiss company must maintain proper books of account and prepare annual financial statements in accordance with Swiss GAAP (or full IFRS for larger entities). The financial year is defined in the articles and is typically the calendar year. See our accounting Switzerland guide for more detail.

Corporate Tax Filing: The company files cantonal and federal tax returns annually. The filing deadline varies by canton but is typically several months after the financial year end, with extension possible on request.

VAT Returns: VAT-registered companies file quarterly or semi-annual returns with the ESTV. Switzerland’s standard VAT rate is 8.1% as of 2024, with a reduced rate of 2.6% for certain goods and a special rate of 3.8% for accommodation services.

Beneficial Ownership Register: Swiss law requires companies to maintain a register of beneficial owners (individuals who hold or control more than 25% of shares or voting rights). This register is not public but must be kept up to date and produced on request by authorities.

Director Changes and Statutory Amendments: Any change to the board, the articles, the registered address, or the share capital must be filed with the Commercial Register. Structural changes such as capital increases require notarisation. For withholding tax obligations on dividends, see our separate guide.


Frequently Asked Questions

How long does company formation in Switzerland take?

The realistic timeline breaks down into four distinct phases, each with its own bottleneck: document preparation (several days), bank pre-check and capital deposit account opening (approximately 1 week, but PostFinance takes 3-4 weeks and may still reject), capital transfer and bank certificate (approximately 1 week, dependent on the client), notarisation (1-2 days), and Commercial Register processing (2-4 weeks, faster in summer, slower before Christmas). Total: 4-6 weeks from instruction to register entry for a clean formation with responsive clients. If your bank rejects the application, add 3-4 weeks to find an alternative. A shelf company transfers in 1-2 days if speed is critical.

Do I need to travel to Switzerland to incorporate?

No. Swiss law expressly permits incorporation via power of attorney. The founding documents are executed by a Swiss-resident representative before the notary, acting under authority granted by the foreign founder. The power of attorney must be notarised in the founder’s jurisdiction and, for most countries, apostilled under the Hague Convention. Lawsupport prepares the power of attorney documents and provides precise instructions for local notarisation.

What is the difference between a GmbH and an AG in Switzerland?

The primary differences are: minimum capital (CHF 20,000 for a GmbH versus CHF 100,000 for an AG, with CHF 50,000 paid in at formation); shareholder disclosure (GmbH shareholders are named in the public Commercial Register, AG shareholders are not); and transferability of ownership interests (AG shares are in principle freely transferable unless the articles restrict transfer; GmbH quotas require a notarised deed and are subject to a right of first refusal). For a detailed comparison, see our GmbH formation Switzerland and AG formation guides.

Can a foreigner own 100% of a Swiss company?

Yes. There are no nationality or residency restrictions on ownership of a Swiss AG or GmbH. Foreign nationals and foreign legal entities can hold 100% of the shares or quotas. The only statutory residency requirement relates to management: at least one director or managing director with individual signatory authority must be domiciled in Switzerland (Art. 718 CO).

What is the Stampa Declaration and why is it required?

The Stampa Declaration is a statutory confirmation provided by the founders at the notarisation appointment, confirming that there are no undisclosed contributions in kind, no undisclosed acquisitions of assets, and no special advantages granted to founders in connection with the formation. It is named after a landmark Swiss Federal Supreme Court decision. The declaration protects creditors and third parties and cannot be waived.

Which Swiss canton is best for my company?

The answer depends on your primary objectives. If minimising corporate tax is the priority, Zug (approximately 11.8% effective rate) is the default choice for holding companies, IP structures, and international trading businesses. If you need to be physically present in Zurich for business reasons, the higher tax rate may be a reasonable trade-off. If your business involves commodities, finance, or proximity to French-speaking markets, Geneva may be appropriate.

What is the minimum capital requirement for a Swiss AG?

The minimum share capital for a Swiss AG is CHF 100,000, of which at least CHF 50,000 must be paid in at the time of formation. The capital deposit — known as Liberierung (capital payment) — must be confirmed by the bank before notarisation.

What is the minimum capital requirement for a Swiss GmbH?

The minimum capital for a Swiss GmbH is CHF 20,000, which must be fully paid in at formation. All quota holders and their quota values are publicly registered in the Commercial Register.

What ongoing compliance obligations does a Swiss company have?

Ongoing obligations include: an annual general meeting, annual accounts under Swiss GAAP, corporate tax filing, quarterly or semi-annual VAT returns (if registered), maintaining a beneficial ownership register, and filing any changes to directors, address, or capital with the Commercial Register.

Does a Swiss company need a Swiss bank account?

A Swiss bank account is required to hold the capital deposit during formation. After registration, the operating account is released. Most Swiss companies maintain a Swiss corporate bank account for day-to-day operations and to satisfy substance requirements for banking and tax treaty purposes.

What is the Swiss holding company participation exemption?

Under Swiss tax law, a holding company qualifies for the participation exemption (Beteiligungsabzug) on dividend income and capital gains from qualifying participations in subsidiaries. This exemption scales with the size of the participation and can reduce effective tax on qualifying income to near zero. See our holding company Switzerland guide for full details.

What is a shelf company and when is it useful?

A shelf company is an already-incorporated, dormant entity available for immediate transfer. It is useful when a client contract requires a Swiss entity within days rather than weeks. The buyer acquires an existing legal entity with a registered number and a Commercial Register entry, with no trading history.


Why Lawsupport for Your Swiss Company Formation

Lawsupport, operating as Morgan Hartley Consulting, is a Swiss law practice based at Grafenauweg 4, Zug. Over 18 years of practice and more than 1,000 company formations give us a detailed understanding of the practical requirements at every stage of the Swiss incorporation process: from name selection and articles drafting through to bank account activation and post-formation compliance.

We manage over 300 companies under fiduciary services with a team of 7, and specialise in financial companies, holding structures, and formations for international clients who need a Swiss entity but are not based in Switzerland. We work in English, German, and French, and we maintain relationships with Swiss banks, notaries, and Commercial Register offices in the key cantons.

Our formation service covers every step: name check, articles drafting, capital deposit coordination, notarisation (in person or via power of attorney), Commercial Register filing, and follow-up until the UID is issued and the operating account is open. We provide fixed-fee quotes so there are no billing surprises.

We do not offer offshore anonymity or tax evasion structures. Every company we form is fully compliant with Swiss law, OECD standards, and the applicable reporting obligations of the founder’s home jurisdiction. Our clients are business owners, investors, and professionals who want a genuinely useful Swiss presence, built correctly from day one.

The full statutory framework for Swiss company formation is available via the Swiss Code of Obligations on Fedlex. The Zefix federal register provides free access to all Commercial Register entries. For queries on doing business in Switzerland, SECO (State Secretariat for Economic Affairs) publishes official guidance.


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Lawsupport (Morgan Hartley Consulting) is a law practice licensed in the Canton of Zurich. This article is for general information purposes and does not constitute legal advice. Swiss law is subject to change; please verify current requirements with a qualified Swiss lawyer before relying on this information for a specific transaction.

FAQ

For a standard AG or GmbH, the process from initial instruction to Commercial Register confirmation takes 2-4 weeks. The main variables are: the speed of the capital deposit account opening at the chosen bank, the availability of a notary appointment, and the processing time at the relevant cantonal Commercial Register. Zug and Zurich are generally faster.
No. Swiss law expressly permits incorporation via power of attorney. The founding documents are executed by a Swiss-resident representative before the notary, acting under authority granted by the foreign founder.
The primary differences are: minimum capital (CHF 20,000 for a GmbH versus CHF 100,000 for an AG, with CHF 50,000 paid in at formation); shareholder disclosure (GmbH shareholders are named in the public Commercial Register, AG shareholders are not); and transferability of ownership interests (AG shares are in principle freely transferable unless the articles restrict transfer; GmbH quotas require a notarised deed and are subject to a right of first refusal). For a detailed comparison, see our GmbH formation Switzerland and AG formation guides.
Yes. There are no nationality or residency restrictions on ownership of a Swiss AG or GmbH. Foreign nationals and foreign legal entities can hold 100% of the shares or quotas.
The Stampa Declaration is a statutory confirmation provided by the founders at the notarisation appointment, confirming that there are no undisclosed contributions in kind, no undisclosed acquisitions of assets, and no special advantages granted to founders in connection with the formation. It is named after a landmark Swiss Federal Supreme Court decision. The declaration protects creditors and third parties and cannot be waived.
Budget CHF 3,500–5,000 for the formation itself: notary fees (CHF 1,000–2,500), Commercial Register fees (CHF 600), and legal/advisory fees. On top of this, you need the CHF 20,000 minimum share capital deposit plus first-year running costs (registered address, accounting, nominee director if needed) of approximately CHF 10,000–12,000.
Every Swiss AG and GmbH must file annual tax returns (federal and cantonal), hold an annual general meeting, maintain statutory accounting records, and report AHV social insurance contributions for any employees. Companies above certain revenue and asset thresholds must also appoint an external auditor.
No. The share capital must be deposited into a blocked capital deposit account (Kapitaleinzahlungskonto) at a Swiss bank. Foreign bank accounts are not accepted. The bank issues a confirmation letter required at the notarisation appointment. PostFinance, cantonal banks, and fintech providers like Relio AG offer this service.
Article 718 CO requires at least one person authorised to represent the company to be resident in Switzerland. This applies to both AG and GmbH. The person must have individual signatory authority and a registered Swiss address. A nominee director service satisfies this requirement for founders who do not live in Switzerland.
The share transfer itself takes 1–2 days. However, modifications to the company name, board composition, and business purpose require Commercial Register filings that take a minimum of 2 weeks. Since 2025, changes must be filed in two stages — first the name and board, then the business activity — adding approximately CHF 1,700 in extra fees.