Company registration in Switzerland takes 2 to 4 weeks for a standard GmbH, costs around CHF 2,500 all-in excluding share capital, and can be completed remotely without travel. The process is straightforward when every document is prepared correctly; most delays stem from a single overlooked form — the Stampa Declaration — or from banking difficulties at the capital deposit stage. This guide covers every step, the real costs, and the mistakes that add weeks to the timeline.
Which Legal Form Should You Choose?
Switzerland offers several corporate structures, but two account for the overwhelming majority of company registrations by foreign investors and entrepreneurs:
GmbH (Gesellschaft mit beschränkter Haftung) — the Swiss limited liability company. Minimum share capital of CHF 20,000, fully paid in at formation. Shareholder names and ownership percentages are publicly visible in the Commercial Register. Share transfers require notarial authentication.
AG (Aktiengesellschaft) — the Swiss stock corporation. Minimum share capital of CHF 100,000, with at least CHF 50,000 paid in at formation. Shareholders are not publicly disclosed (only the share register is maintained internally). Shares transfer freely unless the articles restrict this.
The GmbH suits most SMEs, subsidiaries, and service businesses. The AG is preferred when shareholder privacy matters, when investor rounds are planned, or when the business involves significant capital — see our AG formation guide for a full comparison.
Other structures — Einzelfirma (sole proprietorship), Kollektivgesellschaft (general partnership), cooperative — are available but less commonly used for international business purposes.
Step-by-Step: Company Registration in Switzerland
Step 1: Name Check
Search the ZEFIX federal commercial register portal to confirm your proposed name is available. The name must be unique, not misleading, and must include the legal form designation (“GmbH”, “AG”, “Sàrl”, etc.). Names implying a public authority, bank, or regulated activity require additional authorisation.
Step 2: Draft the Articles of Association
The Gesellschaftsvertrag (GmbH) or Statuten (AG) must contain:
- Company name and registered address
- Business purpose (Zweck)
- Share capital and its division
- Names and contributions of founding shareholders (GmbH) or subscription of shares (AG)
- Names of managing directors (GmbH) or board members (AG)
The purpose clause is one of the most consequential decisions at this stage. Too narrow, and every expansion of the business requires a costly notarial amendment. Too broad, and some cantonal registers may push back. A purpose clause drafted to last five to ten years without amendment is achievable with proper legal advice.
Step 3: Prepare the Stampa Declaration
The Stampa Declaration is a signed statement from each founding shareholder confirming:
- No hidden side agreements exist regarding the shares
- No undisclosed contributions in kind are being made
- The subscriber is the true beneficial owner
This document is legally required and consistently the most overlooked. Missing or incorrectly prepared Stampa Declarations are the single leading cause of Commercial Register rejections. Your notary will require it before the signing appointment; prepare it before, not at the appointment.
Step 4: Open the Capital Deposit Account
Before notarisation, the share capital must be deposited in a Swiss capital deposit account (Kapitaleinzahlungskonto) at a Swiss bank. This is not a regular business account — it is a blocked account that the bank controls until the Commercial Register entry is confirmed. The bank then issues a blocking confirmation letter, which the notary requires.
Opening this account is the stage where the most unexpected delays occur in 2026. PostFinance — often recommended as the easiest route — rejects a significant proportion of applications from newly formed entities, particularly those with foreign founders, brand-sensitive company names, or founders from higher-risk jurisdictions. UBS and other major banks have high minimum asset thresholds for non-resident clients. Cantonal banks and specialist fintech lenders such as Relio AG are realistic alternatives, though each has its own exclusions.
For a full breakdown of the banking situation, see our guide to corporate bank accounts in Switzerland.
Step 5: Notarial Signing
All founders — or their representatives under power of attorney — must appear before a Swiss notary to execute the articles of association. The notary verifies identity, confirms the Stampa Declaration, reviews the bank’s blocking confirmation, and certifies the deed.
Notary fees for a standard GmbH formation: CHF 800 to CHF 1,500 depending on the canton and complexity. For an AG: CHF 1,000 to CHF 2,000.
Founders who cannot attend in person can issue a power of attorney, which must be notarised in their country of residence and apostilled if outside Switzerland.
Step 6: Commercial Register Filing
The notary or your legal representative files the registration application with the cantonal Commercial Register (Handelsregister). The package includes:
- Certified articles of association
- Stampa Declaration(s)
- Capital deposit confirmation
- Details of directors and signatories
Commercial Register fees: approximately CHF 600 for a GmbH; CHF 900 for an AG. Processing times vary by canton. Zug typically takes 5 to 10 business days; Zurich 10 to 15 business days.
Step 7: Publication and Capital Release
Once the entry is confirmed, the Commercial Register publishes the company in the Swiss Official Gazette of Commerce (SHAB). The bank then releases the blocked capital into the company’s operating account.
From this point the company is fully operational. A practical note many guides omit: the company can legally begin operating from the moment of notarial signing. The register entry is declaratory, not constitutive. You can sign contracts and issue invoices under the company name with the suffix “i.Gr.” (in Gründung) immediately after the notary appointment.
Costs of Company Registration
Here is a realistic cost summary for a standard formation in 2026:
| Item | GmbH (CHF) | AG (CHF) |
|---|---|---|
| Share capital (deposited, not lost) | 20,000 | 50,000–100,000 |
| Notary fees | 800–1,500 | 1,000–2,000 |
| Commercial Register fee | ~600 | ~900 |
| Legal/advisory fees | varies | varies |
Beyond the one-time registration, international founders who lack a Swiss presence typically need:
| Annual service | Cost (CHF/year) |
|---|---|
| Registered address (Zug) | 2,400 |
| Nominee director | 5,900 |
| Basic accounting (dormant entity) | 1,400–1,800 |
The realistic all-in first year for a foreign founder with a GmbH: approximately CHF 12,000 plus CHF 20,000 share capital. The share capital is not a cost — it becomes the company’s working capital after registration.
The Stampa Declaration: What It Is and Why It Matters
Named after the Swiss Federal Court case that established its necessity, the Stampa Declaration is a written confirmation from each founding shareholder that:
- No separate agreements exist about the shares beyond what is stated in the articles
- No contributions in kind are being made unless explicitly disclosed
- The subscriber is the true and sole beneficial owner of the shares being subscribed
Every GmbH and AG formation in Switzerland requires it. There is no standard government form — the declaration is drafted specifically for each formation. Errors in the Stampa Declaration, or failure to provide one, result in the Commercial Register returning the entire application for correction and re-submission. That means a new notary appointment and additional costs.
Swiss Resident Director Requirement
This is the most common practical obstacle for foreign founders. Article 718 of the Swiss Code of Obligations requires that at least one managing director with individual signatory rights be domiciled in Switzerland. The same principle applies to AG boards under Article 707.
If no founder or senior employee lives in Switzerland, a nominee director is required. A nominee director is a licensed professional who holds the directorship under a clearly defined contractual arrangement. The beneficial owner retains full operational control.
Standard nominee director pricing: CHF 5,900/year. This covers the directorship itself — not additional tasks such as attending banking meetings, signing payroll documents, or executing specific corporate filings, which are billed at hourly rates.
See our nominee director service for full details and current pricing.
Choosing the Right Canton
Switzerland has 26 cantons. Company registration is handled at cantonal level, and both the tax rate and the Commercial Register processing time vary substantially:
| Canton | Effective corporate tax rate (approx.) | Register processing |
|---|---|---|
| Zug | 11.9% | 5–10 business days |
| Nidwalden | 12.7% | 7–12 business days |
| Obwalden | 13.0% | 7–12 business days |
| Appenzell Ausserrhoden | 13.0% | 7–12 business days |
| Zurich | 19.7% | 10–15 business days |
| Geneva | 13.99% | 10–20 business days |
Zug is the most popular choice for international registrations. The low tax rate and fast processing times — combined with an established legal and professional services infrastructure — make it the default recommendation for most international clients. Zurich is the right choice when the business needs a major-city address for commercial or reputational reasons.
For a full breakdown, see our cantonal tax comparison.
Common Registration Mistakes
1. Submitting the Stampa Declaration without legal review. The document must accurately reflect the actual ownership and contribution structure. Errors — however small — cause rejection.
2. Starting the banking process too late. The notary appointment cannot proceed without the bank’s blocking confirmation. Begin the capital deposit account opening as early as possible — before the articles are even finalised. Parallel processing of legal documentation and banking is essential.
3. Using the wrong purpose clause. A purpose clause that is too specific requires notarial amendment every time the business evolves. A purpose clause that is too broad may draw pushback from the register.
4. Assuming a foreign director’s address will satisfy the residency requirement. The Commercial Register verifies actual Swiss domicile. Listing a Swiss address without genuine residency does not work.
5. Choosing a canton based on tax rate alone. The best canton depends on the combination of tax rate, register speed, local infrastructure, and banking relationships. Zug excels on all four dimensions for most international clients.
Next Steps
Morgan Hartley Consulting handles GmbH and AG registration from our office at Baarerstrasse 135, 6300 Zug. We manage name checks, articles, Stampa Declarations, capital deposit coordination, and Commercial Register filings — with no travel required.
Request a Free Assessment and receive a fixed-fee quote within 1–2 business hours.
- Phone: +41 44 51 52 592
- Email: [email protected]
- Address: Baarerstrasse 135, 6300 Zug, Switzerland
For context on the broader Swiss company formation process, start with our guide to company formation in Switzerland.
Morgan Hartley Consulting | Baarerstrasse 135, 6300 Zug | +41 44 51 52 592 | [email protected]