Swiss Company Formation
Setting up a company in Switzerland requires a notarial deed, a capital deposit at a Swiss bank, and registration with the cantonal commercial register (Handelsregisteramt). The two most common legal forms are the AG (corporation) with CHF 100,000 minimum capital and the GmbH (LLC) with CHF 20,000. Our lawyers handle the entire process — from drafting articles of incorporation to obtaining your extract from the Federal Commercial Registry (EHRA).
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AG Formation (Aktiengesellschaft)
The AG is Switzerland's most recognised corporate form, governed by Articles 620-763 of the Swiss Code of Obligations. It suits businesses seeking external investment or planning an eventual IPO. Bearer shares were abolished in 2021 under the Federal Act on the Implementation of FATF Recommendations — all shareholders must now be registered.
Formation requires a minimum of one founder (natural person or legal entity), articles of incorporation executed before a Swiss notary, and a capital deposit of at least CHF 50,000. The board of directors must include at least one member who is resident in Switzerland.
We prepare the articles of incorporation, coordinate with the notary and the bank, file the application with the commercial register, and register for VAT and social insurance where required.
GmbH Formation (Limited Liability Company)
The GmbH is governed by Articles 772-827 of the Code of Obligations. It is the preferred structure for small and medium-sized enterprises, with lower capital requirements (CHF 20,000, fully paid in) and a simpler governance framework than the AG.
Quota holders (shareholders) are recorded in the commercial register by name, making the GmbH less suitable for businesses that require shareholder anonymity. However, the transparency is often an advantage when opening bank accounts or applying for permits.
Our team handles the full formation process including articles of association, notarisation, capital deposit, and registration with the cantonal Handelsregisteramt.
Branch Offices of Foreign Companies
Foreign companies may establish a branch (Zweigniederlassung) in Switzerland without creating a separate legal entity. The branch operates under the parent company's legal personality but must register with the local commercial register and appoint a resident representative.
Branch registration requires certified copies of the parent company's incorporation documents, board resolutions authorising the branch, and details of the appointed Swiss representative. The process typically takes 2 to 3 weeks.
We advise on whether a branch or a subsidiary (AG/GmbH) better fits your operational and tax requirements, and manage the entire registration process.
Choosing the Right Legal Structure
The choice between AG, GmbH, and branch depends on several factors: capital availability, number of shareholders, tax planning, liability preferences, and whether Swiss residency is available within the management team.
An AG allows anonymous share ownership (registered shares can be transferred without public disclosure), while GmbH quota transfers require notarial authentication and shareholder approval. A branch avoids double taxation under many treaties but exposes the parent company to unlimited liability for Swiss operations.
During your initial consultation, we analyse your specific circumstances and recommend the structure that best serves your commercial goals. Learn more about purchasing an existing company on our shelf companies page, or explore our financial licensing services if your business requires regulatory authorisation.
Frequently Asked Questions
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Ready to form your Swiss company? Contact us for a free initial consultation. We will assess your needs and outline the steps, timeline, and costs.
Morgan Hartley
Senior Corporate Lawyer & Partner