To register a company in Switzerland, you need a company name cleared on ZEFIX, articles of association drafted by a Swiss lawyer, a minimum capital deposit at a Swiss bank (CHF 20’000 for a GmbH, CHF 50’000 for an AG), a notarisation appointment, and a filing with the cantonal Commercial Register. The process takes 2 to 4 weeks for a standard formation. You do not need to travel to Switzerland — incorporation via power of attorney is expressly permitted under Swiss law. Total cost including registration, notary, and first-year running expenses: CHF 12’000-15’000 for a GmbH, CHF 15’000-18’000 for an AG, before share capital.
Choosing between AG and GmbH? Talk to a Swiss lawyer — 1-2 hour response time.
How to Register a Company in Switzerland
Swiss company registration follows a defined statutory sequence governed by the Swiss Code of Obligations (OR). Here is the process, step by step, with realistic timelines for each phase.
Step 1: Choose Your Entity Type
Before anything else, decide between a GmbH and an AG. This decision affects your capital requirement, your privacy, your governance structure, and your costs for the entire life of the company. The section below covers all entity types in detail. For most foreign founders starting a Swiss company, the GmbH is the default choice.
Step 2: Check Your Company Name on ZEFIX
Confirm your proposed company name is available on ZEFIX (Zentraler Firmenindex), the Swiss federal commercial register index. The name must be distinctive, not misleading, and not identical or confusingly similar to an existing registered name. It must include the legal form suffix (AG or GmbH). Common descriptive names without distinctive elements will be rejected by the Commercial Register.
Timeline: 1 day.
Step 3: 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. Poorly drafted articles create problems that are expensive to fix later — this is where professional legal advice pays for itself.
Timeline: 2-3 days with a Swiss lawyer.
Step 4: Appoint a Swiss-Resident Director
Article 718 of the Swiss Code of Obligations requires that at least one member of the board of directors (AG) or one managing director (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 at CHF 5’900 per year.
Timeline: 1 day (if using nominee director service).
Step 5: 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 (Einzahlungsbestaetigung) certifying the deposit. This letter is a required document at notarisation.
This is where most formations stall. PostFinance, the most accessible Swiss bank for new companies, takes 3-4 weeks and frequently rejects applications. UBS typically requires CHF 500’000 or more under management before onboarding non-resident clients. Relio AG (Zurich-based fintech) offers same-day account opening after video verification at CHF 249/month but rejects companies with US nexus.
Timeline: 1-4 weeks depending on the bank. See our capital deposit account Switzerland guide and Swiss bank account guide.
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.
Step 6: Transfer the Share Capital
Once the bank account is open, transfer the minimum capital: CHF 20’000 for a GmbH (fully paid in) or CHF 50’000 minimum for an AG (of CHF 100’000 total). The bank freezes these funds until the Commercial Register confirms registration.
Timeline: 1-5 days depending on international wire transfer speed.
Step 7: Notarisation
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. It 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. Morgan Hartley Consulting handles this regularly for clients in Asia, the Middle East, the Americas, and across Europe.
Timeline: 1-2 days. Notary fees: CHF 1’000-2’500 depending on canton and complexity.
Step 8: Commercial Register Filing
Following notarisation, the notary or the founders’ representative files the incorporation documents with the cantonal Commercial Register (Handelsregister). The filing fee is approximately CHF 600. 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 immediately after the notary appointment.
Before 2022, a surcharge of approximately 60% above standard fees could expedite Commercial Register publication. This option no longer exists.
Timeline: 2-4 weeks. See our Swiss Commercial Register guide.
Step 9: 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 for all interactions with Swiss authorities.
Step 10: Bank Account Activation and VAT Registration
Once the UID is issued, the capital deposit account is unblocked and funds transfer to the operating account. If the company expects to exceed CHF 100’000 in annual taxable turnover, VAT registration is mandatory. Voluntary registration below that threshold may be advantageous if the company incurs significant Swiss VAT on inputs.
Total Timeline Summary
| Phase | Duration | Notes |
|---|---|---|
| Name check + articles drafting | 3-5 days | Fastest step |
| Capital deposit account opening | 1-4 weeks | Bottleneck — start this first |
| Capital transfer | 1-5 days | International wires add time |
| Notarisation | 1-2 days | In person or via power of attorney |
| Commercial Register processing | 2-4 weeks | Cannot be expedited since 2022 |
| Total realistic timeline | 4-8 weeks | Responsive clients: 3-4 weeks |
Ready to start? Morgan Hartley Consulting handles every step from name check to bank account. Call us at +41 44 51 52 592.
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.
| Entity | Min. Capital | Liability | Shareholder Privacy | Formation Cost | Best For |
|---|---|---|---|---|---|
| AG (Aktiengesellschaft) | CHF 100’000 (CHF 50’000 paid in) | Limited to share capital | High (not public) | CHF 2’500 | Larger companies, investment vehicles, IPO candidates |
| GmbH (Gesellschaft mit beschraenkter Haftung) | CHF 20’000 | Limited to quota capital | Low (shareholders in public register) | CHF 1’900 | SMEs, startups, professional services |
| Holding Company | CHF 100’000 (AG form) | Limited | High | CHF 2’500 | Multi-entity structures, IP holding, investment |
| Foundation (Stiftung) | CHF 50’000 (recommended) | N/A | Moderate | CHF 3’000-5’000 | Family wealth, philanthropy, charitable purposes |
| Sole Proprietorship (Einzelfirma) | None | Unlimited personal liability | None | CHF 0 | Freelancers, micro-businesses |
| Shelf Company (Mantelgesellschaft) | Already paid | Limited | Depends on form | CHF 15’000-47’500 | Founders 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, see our AG (Aktiengesellschaft) formation guide.
GmbH (Gesellschaft mit beschraenkter 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 on ZEFIX. 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 (gemeinnuetzige 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
| Factor | GmbH | AG | Shelf Company |
|---|---|---|---|
| Formation cost (incl. notary) | CHF 1’900 | CHF 2’500 | CHF 15’000-47’500 + ~CHF 1’700 modification |
| Minimum capital | CHF 20’000 (fully paid) | CHF 100’000 (CHF 50’000 paid in) | Already paid (included in price) |
| Time to operational entity | 2-4 weeks | 3-6 weeks | 1-2 days (transfer); 2+ weeks with modifications |
| Shareholder privacy | Low (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 for | SMEs, subsidiaries, startups | Holdings, investor rounds, privacy | Urgent deadlines, established registration date |
Cost Breakdown by Entity Type
Transparency on costs matters. Here is a realistic breakdown for every entity type, including formation fees and first-year running costs.
Formation Costs
| Cost Item | GmbH | AG | Branch Office | Sole Proprietorship |
|---|---|---|---|---|
| Registration (incl. notary) | CHF 1’900 | CHF 2’500 | CHF 1’500 | CHF 120 |
| Commercial Register fee | CHF 600 | CHF 600 | CHF 600 | CHF 120 |
| Minimum share capital | CHF 20’000 | CHF 50’000-100’000 | None | None |
| Liability | Limited | Limited | Parent liable | Unlimited personal |
| Formation subtotal | CHF 22’500 | CHF 53’100 | CHF 2’100 | CHF 240 |
First-Year Running Costs (for foreign founders using full services)
| Cost Item | Amount (CHF) | Notes |
|---|---|---|
| Registered address (Zug) | 2’400/year | Required by law |
| Registered address (Zurich) | 3’000/year | Higher commercial rents |
| Nominee director | 5’900/year | Required if no Swiss-resident director |
| Nominee director, premium tier | 7’400/year | Higher involvement, board meetings |
| Dormant company accounting | 1’400-1’800/year | Statutory minimum |
| Active company accounting | 3’000-8’000/year | Depends on transaction volume |
| Corporate tax filing | 1’500-3’000/year | Federal + cantonal |
All-In Formation Packages
| Package | Includes | Total (CHF) |
|---|---|---|
| GmbH Starter | Registration + address + nominee director + accounting | ~CHF 12’000 + CHF 20’000 capital |
| AG Starter | Registration + address + nominee director + accounting | ~CHF 12’600 + CHF 50’000 capital |
| GmbH with own director | Registration + address + accounting (no nominee) | ~CHF 6’100 + CHF 20’000 capital |
| Shelf company (15yr) | Entity + address + nominee + accounting + modifications | ~CHF 28’500 (capital included) |
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.
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
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. Morgan Hartley Consulting’s office is at Baarerstrasse 135, 6300 Zug. For a registered address in Switzerland or virtual office in Zug, we can arrange this directly.
Zurich
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
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.
Other Low-Tax Cantons
Schwyz, Nidwalden, and Obwalden have competed on tax rates in recent years. These cantons offer rates comparable to Zug but with smaller professional services ecosystems. They may suit companies that do not need the depth of the Zug or Zurich market.
See our cantonal tax comparison Switzerland for a detailed breakdown.
Cantonal Comparison Table
| Factor | Zug | Zurich | Geneva | Schwyz | Lucerne |
|---|---|---|---|---|---|
| Effective corporate tax rate | ~11.8% | ~19.7% | ~14.0% | ~14.1% | ~12.3% |
| Commercial Register processing | 5-10 business days | 7-14 business days | 10-15 business days | 5-10 business days | 7-10 business days |
| Notary fees (GmbH) | CHF 1’000-1’500 | CHF 1’500-2’500 | CHF 1’200-2’000 | CHF 1’000-1’500 | CHF 1’000-1’500 |
| Registered address cost | CHF 2’400/year | CHF 3’000/year | CHF 3’600/year | CHF 2’000/year | CHF 2’200/year |
| International experience | Very high | High | High | Moderate | Moderate |
| Banking access | Good | Excellent | Good | Limited | Good |
| Best for | Holdings, trading, IP | Finance, tech, hiring | Commodities, int’l orgs | Cost-sensitive structures | Growing SMEs |
| Language | German | German | French | German | German |
For Zug specifically, 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.
Skipping the Stampa Declaration. The Stampa Declaration is mandatory at notarisation. Founders who are not prepared for it cause delays. Know what it is, know what it requires, and have your facts straight before the notary appointment.
Choosing the wrong canton for tax reasons alone. Zug has the lowest corporate tax rate, but if your business requires daily physical presence in Zurich for client meetings, maintaining a Zug registration while operating from Zurich creates substance questions. Swiss tax authorities can challenge your effective place of management. Choose the canton where your business genuinely operates.
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 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.
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.
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. 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.
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.
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. See our corporate tax Switzerland guide.
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.
Audit Requirements: 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.
Swiss Company Formation for Foreign Founders
Switzerland imposes no nationality or residency restrictions on company ownership. A foreign national or foreign legal entity can hold 100% of a Swiss AG or GmbH. 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 Foreign Founders Need to Know
No travel required. Incorporation via power of attorney is standard practice. The power of attorney must be notarised in the founder’s jurisdiction and, for most countries, apostilled under the Hague Convention. Morgan Hartley Consulting prepares the documents and provides precise instructions for local notarisation.
The nominee director solves the residency requirement. A nominee director at CHF 5’900/year satisfies Art. 718 CO. The nominee holds formal directorship with individual signatory authority while you retain full control as shareholder. Written governance terms define the relationship.
Banking is the main challenge. Swiss banks are cautious with foreign-owned companies. Professional introduction from a licenced Swiss lawyer significantly improves acceptance rates. Morgan Hartley Consulting has maintained banking relationships with multiple Swiss institutions since 2007. See our Swiss bank account guide.
Your home country tax obligations continue. Forming a Swiss company does not eliminate your tax obligations in your country of residence. Switzerland’s 100+ double taxation agreements reduce the risk of double taxation, but you must structure the arrangement correctly from the outset. Consider seeking advice from a tax professional in your home jurisdiction as well.
Documents Needed From Foreign Founders
| Document | Details |
|---|---|
| Passport (certified copy) | Notarised, apostilled if required |
| Proof of address | Utility bill or bank statement, 3 months old max |
| Power of attorney | Notarised and apostilled in home country |
| Source of funds declaration | For bank KYC |
| CV / professional background | Some banks require this |
| Business plan (2-3 pages) | For bank account application |
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.
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: political stability, a strong rule of law, a highly skilled multilingual workforce, and a legal system grounded in the Swiss Code of Obligations that has remained substantively stable for decades.
For more detail on how cantonal rates affect your overall tax burden, see our guide to Swiss corporate tax rates.
Frequently Asked Questions
How long does company formation in Switzerland take?
The realistic timeline breaks down into four distinct phases: document preparation (several days), bank pre-check and capital deposit account opening (1-4 weeks — this is the bottleneck), notarisation (1-2 days), and Commercial Register processing (2-4 weeks, faster in summer, slower before Christmas). Total: 4-8 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. Morgan Hartley Consulting 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).
How do I start a company in Switzerland as a non-resident?
You need three things: a power of attorney (notarised and apostilled in your home country), a Swiss-resident director or nominee director, and the minimum share capital deposited at a Swiss bank. The entire process takes 2-4 weeks when handled by a Swiss formation lawyer. You do not need to travel to Switzerland at any point.
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 (approximately 19.7%) may be a reasonable trade-off. If your business involves commodities, finance, or proximity to French-speaking markets, Geneva (approximately 14%) may be appropriate.
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 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 must be confirmed by the bank before notarisation.
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.
What is the cheapest type of company to register in Switzerland?
A sole proprietorship (Einzelfirma) has no minimum capital and costs CHF 120 to register. However, the owner bears unlimited personal liability. The cheapest limited-liability entity is the GmbH at CHF 20’000 minimum capital, with formation costs of CHF 1’900. See our sole proprietorship guide.
Why Morgan Hartley Consulting for Your Swiss Company Formation
Morgan Hartley Consulting, operating as Morgan Hartley Consulting, is a Swiss law practice based at Baarerstrasse 135, 6300 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.
For a broader overview, see our guide to Starting a Business in Switzerland.
Start Your Swiss Company Formation
Register your Swiss company in 2-4 weeks. Contact Morgan Hartley Consulting:
Phone: +41 44 51 52 592 Email: [email protected] Address: Baarerstrasse 135, 6300 Zug, Switzerland
We respond to enquiries within 1-2 hours during Swiss business hours. First consultations are without obligation.
Morgan Hartley Consulting (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.