Company registration in Switzerland requires notarisation of founding documents, a capital deposit at a Swiss bank, and entry in the cantonal commercial register. The process takes two to four weeks and costs between CHF 3,000 and CHF 8,000 in professional fees — excluding share capital (CHF 20,000 for a GmbH or CHF 100,000 for an AG). Foreign founders may register without Swiss residency, provided at least one director resides in Switzerland.
For a full overview of entity options, see our company formation guide.
How Company Registration Works in Switzerland
Switzerland operates a dual-level commercial register system. Each of the 26 cantons maintains its own register office (Handelsregisteramt), which handles applications, reviews documents, and makes entries. The Federal Commercial Registry Office (EHRA) then reviews each entry for compliance with federal law before publication in the Swiss Official Gazette of Commerce (SHAB/SOGC).
Every company registration passes through two layers of review. The cantonal office checks cantonal requirements and document completeness; the EHRA verifies federal legal compliance. Only after EHRA approval is the entry published and the company legally constituted.
The legal basis for company registration is the Commercial Register Ordinance (HRegV) and the relevant provisions of the Swiss Code of Obligations (CO).
The Commercial Register System
The commercial register is a public record of all legally recognised entities in Switzerland. It serves three primary functions:
- Legal constitution — for entities like AG and GmbH, registration creates the legal entity. Before registration, the company does not exist as a separate legal person.
- Public disclosure — third parties can verify a company’s existence, purpose, registered persons, and capital structure.
- Legal protection — registered facts are legally binding. A director listed in the register has authority to represent the company vis-a-vis third parties, even if internal restrictions apply.
Each canton has its own register office with its own procedures, fee schedules, and processing times. While the substantive law is federal, the administrative process varies.
Step-by-Step Registration Process
Step 1: Name Check and Reservation
Search ZEFIX (our guide to ZEFIX) to verify that your chosen company name is available. The name must be distinguishable from all existing registered entities in Switzerland — not just within your canton. Include the legal form designation (AG, GmbH, etc.) in the name.
Switzerland has no formal name reservation system. Once you confirm availability, proceed with incorporation promptly to secure your preferred name.
Step 2: Draft Articles of Association
The articles of association (Statuten) define the company’s purpose, capital structure, governance rules, and share/quota classes. A notary or legal adviser typically prepares these. The articles must comply with the mandatory provisions of the CO for your chosen entity type.
Key decisions at this stage include:
- Share classes and transfer restrictions
- Board composition and signatory powers
- Financial year and audit opt-out (if eligible)
- Purpose clause scope (neither too broad nor too narrow)
Step 3: Open a Capital Deposit Account
For AG and GmbH formations, the share/quota capital must be deposited in a blocked account at a Swiss bank. The bank issues a capital deposit confirmation (Kapitaleinzahlungsbestaetigung) that the notary needs for the deed of incorporation.
In-kind contributions (Sacheinlagen) require a licensed auditor’s report confirming the value of contributed assets.
Bank account opening can take 5–10 business days due to KYC/AML compliance checks, particularly for foreign founders. See our capital deposit account guide for bank-specific requirements.
Step 4: Notarise the Deed of Incorporation
All founders (or their authorised representatives) appear before a Swiss notary to execute the deed of incorporation. The notary verifies:
- Identity of all founders
- Capital deposit confirmation
- Compliance of articles with the law
- Appointment of the first board/management
The notary authenticates the deed, which includes the articles of association, founding resolutions, and acceptance declarations from board members and auditors.
Step 5: Submit to the Commercial Register
The notary submits the authenticated deed and supporting documents to the cantonal commercial register office. Required documents typically include:
- Authenticated deed of incorporation
- Articles of association
- Capital deposit confirmation
- Declarations of acceptance by board members
- Proof of registered office address (lease or ownership)
- Lex Friedrich declaration (for entities with foreign shareholders acquiring real estate)
Step 6: Register Review and Entry
The cantonal register office reviews the application for completeness and cantonal compliance. If satisfied, it forwards the entry to the EHRA for federal review. After EHRA approval, the entry is published in the SHAB.
The company comes into legal existence upon entry in the cantonal register — not upon SHAB publication. However, the entry only becomes effective against third parties upon publication.
Step 7: Post-Registration Steps
After registration, the company must:
- Obtain VAT registration if expected turnover exceeds CHF 100,000 (via the Federal Tax Administration)
- Register with social insurance institutions (AHV/IV/EO)
- Set up employer accident insurance (if employing staff)
- Open an operational bank account (the capital deposit account is released)
- Register for cantonal and federal tax
Registration Costs by Canton
Professional fees for company registration vary significantly between cantons. The following table shows indicative costs for registering a GmbH (CHF 20,000 capital) in 2026:
| Cost Item | Zurich | Zug | Geneva | Bern | Lucerne |
|---|---|---|---|---|---|
| Notarial fees | CHF 2,000–3,000 | CHF 1,500–2,500 | CHF 2,500–4,000 | CHF 1,800–2,800 | CHF 1,500–2,500 |
| Register entry fee | CHF 800 | CHF 600 | CHF 1,000 | CHF 750 | CHF 650 |
| SHAB publication | CHF 50–100 | CHF 50–100 | CHF 50–100 | CHF 50–100 | CHF 50–100 |
| Legal/agent fees | CHF 1,500–3,000 | CHF 1,000–2,500 | CHF 2,000–3,500 | CHF 1,200–2,500 | CHF 1,000–2,000 |
| Total (excl. capital) | CHF 4,350–6,900 | CHF 3,150–5,700 | CHF 5,550–8,600 | CHF 3,800–6,150 | CHF 3,200–5,250 |
Notes on costs:
- Notarial fees in Geneva are calculated ad valorem (as a percentage of capital), making them higher for AG formations with large share capital
- Zug consistently offers the lowest total formation costs among major business cantons
- For an AG with CHF 100,000 capital, expect notarial fees 30–50% higher than GmbH rates
- Formation agent fees are optional but recommended for foreign founders unfamiliar with Swiss procedures
Registration Timeline: Week by Week
A realistic timeline for registering a GmbH or AG in Switzerland:
| Week | Activity | Notes |
|---|---|---|
| Week 1 | Name check on ZEFIX, instruct legal adviser, draft articles of association | Fastest if articles template is adapted rather than drafted from scratch |
| Week 2 | Open capital deposit account, transfer share capital | Bank KYC for foreign founders may extend this to 2 weeks |
| Week 3 | Notarisation appointment, execute deed of incorporation | Requires all founders (or representatives with power of attorney) |
| Week 3–4 | Notary submits to cantonal register, register review | Zug: 3–5 days; Zurich: 7–10 days; other cantons: up to 15 days |
| Week 4–5 | EHRA federal review, SHAB publication | Company exists legally from cantonal entry, not SHAB publication |
| Week 5–6 | VAT registration, social insurance, operational bank account | Can begin immediately after register entry |
Total: 3–6 weeks from first instruction to full operational readiness.
Accelerated registration is possible in Zug and Zurich with experienced counsel. If all documents are pre-prepared and founders are available for notarisation, registration can be completed in as few as 10 business days.
Registration for Foreign Founders
Non-residents can register a company in Switzerland, but several additional requirements apply.
Residency Requirement for Directors
Swiss law requires that at least one person authorised to represent the company resides in Switzerland. For a GmbH, this means at least one managing director (Geschaeftsfuehrer) must be Swiss-resident. For an AG, at least one board member or director with individual signatory power must reside in Switzerland.
Foreign founders who do not plan to relocate have two options:
- Appoint a Swiss-resident co-director or board member
- Use a professional nominee director service
Document Legalisation
Documents issued abroad (passports, powers of attorney, corporate resolutions) must be legalised for use in Swiss proceedings. For countries that are party to the Hague Apostille Convention, an apostille is sufficient. For other countries, consular legalisation is required.
Power of Attorney
Foreign founders who cannot attend the notarisation in person may grant a power of attorney to a Swiss representative. The power of attorney must be notarised in the founder’s country of residence and apostilled.
Bank Account for Foreign Founders
Swiss banks apply enhanced due diligence for foreign-owned companies. Expect:
- Longer KYC processing (10–15 business days instead of 5–10)
- Requests for proof of source of funds
- Certified copies of foreign passports
- Corporate documents of any shareholder entity
Work Permits
Registering a company does not automatically grant the right to work in Switzerland. Foreign founders who intend to work for their Swiss company must obtain a work permit. EU/EFTA nationals benefit from bilateral agreements; third-country nationals face quota restrictions.
Cantonal Differences in Registration
While federal law sets the substantive requirements, cantonal register offices differ in:
- Processing speed: Zurich and Zug consistently rank among the fastest, often completing registration within 10–15 business days. Rural cantons may take 3–4 weeks.
- Fee structures: Notarial fees vary significantly. Zurich charges based on a fee schedule; Geneva notaries charge ad valorem on capital. Registration fees range from CHF 600–1,200 depending on the canton and entity type.
- Document requirements: Some cantons accept electronic submissions; others require physical originals. Zurich offers partial online filing; most cantons still require in-person notarisation.
- Language: Documents must be in the official language(s) of the canton. Bilingual cantons (Bern, Fribourg, Valais) accept either language.
ZEFIX: Company Search and Verification
ZEFIX (Zentraler Firmenindex) is the federal company search portal. It aggregates data from all 26 cantonal registers into a single searchable database.
ZEFIX allows you to:
- Check name availability before filing
- Verify company details — registered office, purpose, capital, directors
- Find the UID number for any registered entity
- Download official extracts in electronic form
- Search by person to find all entities where an individual holds a registered function
Every practitioner should check ZEFIX as the first step in any company registration. Name conflicts discovered after notarisation waste time and money. Read our full ZEFIX guide for search strategies and interpretation of results.
Documents Required for Registration
The exact document list depends on the entity type. For an AG or GmbH, expect:
| Document | Who Prepares | Notes |
|---|---|---|
| Articles of association | Lawyer/founder | Must comply with CO mandatory provisions |
| Deed of incorporation | Notary | Authenticated at notarisation |
| Capital deposit confirmation | Bank | Original or certified copy |
| Acceptance declarations | Board members/auditors | Signed originals |
| Proof of registered office | Landlord/owner | Lease agreement or domiciliation contract |
| Founders’ ID copies | Founders | Passport or Swiss ID |
| Stampa/Lex Friedrich declaration | Notary | Confirming compliance with land acquisition rules |
| Beneficial ownership declaration | Founders | Required under Anti-Money Laundering Act |
For sole proprietorships, the requirements are minimal: an application form, proof of identity, and evidence of the business activity.
Common Registration Pitfalls
Name rejection: The most frequent cause of delay. Always check ZEFIX first. Avoid generic names that are too similar to existing entities. The register will reject names that could mislead the public about the nature or scope of business.
Incomplete capital deposit: The bank confirmation must match the articles exactly — same currency, same amount, same entity name. Discrepancies require correction before the notary can proceed.
Missing resident director: AG and GmbH must have at least one person authorised to represent the company who is resident in Switzerland. Foreign founders must arrange a Swiss-resident director or nominee before notarisation.
Purpose clause too narrow or too broad: The register may reject a purpose clause that is either overly vague (“all commercial activities”) or so narrow it restricts future business. Finding the right balance requires experience with register practice.
Delayed updates: Changes to registered information must be filed within 30 days. Directors who resign but remain in the register may face personal liability claims from third parties who relied on the register.
Foreign document defects: Apostille or legalisation errors are common among foreign founders. A missing apostille or an apostille in the wrong language can delay registration by weeks.
Post-Registration Obligations
Once registered, Swiss companies face ongoing compliance requirements:
- Annual accounts: Prepared according to Swiss GAAP or IFRS, depending on size and structure
- Tax registration: Corporate income tax and capital tax at cantonal and federal level
- VAT: Mandatory registration if turnover exceeds CHF 100,000 (see our VAT registration guide)
- Social insurance: AHV/IV/EO contributions for all employees and directors receiving compensation
- Audit: Required for companies exceeding two of three thresholds (CHF 40m total assets, CHF 80m revenue, 250 FTEs) — otherwise opt-out possible
- Register updates: All changes to directors, address, purpose, or capital must be filed within 30 days
- Beneficial ownership: Maintain up-to-date records of beneficial owners as required by the CO
Frequently Asked Questions
How long does company registration in Switzerland take?
Registration typically takes 2–4 weeks from the date of notarisation. The timeline depends on the canton, completeness of documents, and whether the registrar raises any queries. Zurich and Zug are generally faster (10–15 business days), while smaller cantons may take longer. With experienced counsel and pre-prepared documents, Zug registrations can complete in under 10 business days.
How much does it cost to register a company in Switzerland?
Total professional fees range from CHF 3,000 to CHF 8,000 for a GmbH or AG, excluding share capital. This covers notarial fees (CHF 1,500–4,000), commercial register fees (CHF 600–1,200), and legal/formation agent fees (CHF 1,000–3,000). Costs are lowest in Zug and Central Switzerland, highest in Geneva and Vaud. The share capital itself — CHF 20,000 for a GmbH or CHF 100,000 for an AG — is deposited into the company's own account and is not a fee.
Can a foreigner register a company in Switzerland?
Yes. There are no nationality restrictions on company ownership in Switzerland. However, the company must have at least one director or officer who is resident in Switzerland. Non-resident founders commonly appoint a professional nominee director to satisfy this requirement. The founder does not need Swiss residency or a work permit to own shares.
What is the difference between the cantonal and federal commercial register?
Each canton maintains its own commercial register office (Handelsregisteramt). The federal commercial register (EHRA) reviews all entries for compliance with federal law before publication in the Swiss Official Gazette of Commerce (SOGC/SHAB). Registration happens at cantonal level; federal review follows automatically. The company legally exists from the moment of cantonal entry.
Do I need to be present in Switzerland to register a company?
No. Foreign founders can grant a notarised power of attorney to a Swiss representative who attends the notarisation on their behalf. The power of attorney must be apostilled (or consularly legalised for non-Hague Convention countries). Many law firms and formation agents handle the entire registration process remotely.
Which canton is cheapest for company registration?
Zug and Central Swiss cantons (Schwyz, Nidwalden, Obwalden) tend to have the lowest combined registration costs, with total fees starting around CHF 3,000–4,000 for a GmbH. Geneva is typically the most expensive due to ad valorem notarial fees. Beyond registration costs, consider ongoing tax rates — Zug's effective corporate tax rate of approximately 11.9% makes it attractive long-term.
What is ZEFIX and how do I use it for company registration?
ZEFIX (Zentraler Firmenindex) is the federal company search portal at zefix.ch. It provides free access to all registered entities in Switzerland, including company name, registered office, purpose, registered persons, and UID number. Use it before registration to check whether your chosen company name is available. The name must be distinguishable from all existing entities nationwide.
What is the minimum capital for a Swiss GmbH vs AG?
A GmbH (Gesellschaft mit beschraenkter Haftung) requires minimum share capital of CHF 20,000, fully paid up at incorporation. An AG (Aktiengesellschaft) requires CHF 100,000 in share capital, of which at least CHF 50,000 (or 20% of each share's nominal value, whichever is greater) must be paid in at formation. The unpaid portion represents a liability of the shareholders.
Is notarisation required for all company types in Switzerland?
Notarisation is required for AG, GmbH, cooperative, and foundation formations. Sole proprietorships (Einzelfirma) and associations (Verein) do not require notarisation. For a sole proprietorship, commercial register entry is mandatory only if annual revenue exceeds CHF 100,000; below that threshold, registration is voluntary.
What happens after my Swiss company is registered?
After registration, you must complete several administrative steps: register for VAT (if turnover will exceed CHF 100,000), enrol with social insurance funds (AHV/IV/EO), obtain employer accident insurance, open an operational bank account, and register for cantonal and federal corporate tax. The blocked capital deposit is released to the company's operational account once the register entry is confirmed.