AG and GmbH are Switzerland's two main corporate forms. Both offer limited liability but differ in minimum capital, anonymity, governance and cost — the choice shapes your company for years.
Anyone incorporating in Switzerland chooses, in over 95 percent of cases, between a limited-liability company (GmbH, Art. 772–827 CO) and a stock corporation (AG, Art. 620–763 CO). Both are legal entities, both offer limited liability — but the differences in public profile, investor-friendliness and governance are significant.
In practice, the choice depends on four questions: how much equity is available? Should the shareholder list be public or anonymous? Are external investors expected? And how high are the ongoing governance costs you accept?
1. GmbH — the standard solution for SMEs
The GmbH is the most chosen form for Swiss small and medium-sized enterprises. Minimum share capital: CHF 20,000, fully paid in (Art. 773 CO). Founders may act from one person — single-member GmbH is possible. Shareholders are listed by name in the commercial register and publicly visible.
2. AG — the classic corporation
The AG is the form for larger enterprises, holding structures and companies targeting external investors. Minimum share capital: CHF 100,000, of which at least CHF 50,000 paid in (Art. 632 CO). Shareholders are anonymous — only board and management members appear in the commercial register.
3. Comparison at a glance
• Minimum capital: GmbH CHF 20,000 fully paid in, AG CHF 100,000 with at least CHF 50,000 paid in.
• Owner anonymity: GmbH publicly visible in the commercial register, AG anonymous (share register kept internally).
• Share transferability: GmbH generally restricted with consent reservation (Art. 786 CO), AG freely transferable (Art. 684 CO).
• General assembly / shareholders' meeting: AG more strictly formalised (notice periods, voting rights, minutes).
• Audit: ordinary audit under Art. 727 ff. CO when two of three size thresholds are exceeded (balance sheet CHF 20m, revenue CHF 40m, 250 FTEs) — otherwise limited audit or opting-out.
• Taxes: identical — both taxed as legal entities (federal profit tax 8.5%, cantonal varies).
4. When is the GmbH the right choice?
• With limited financial means (minimum capital CHF 20,000).
• Where shareholders know each other and trust relationships exist (e.g. family businesses, friend circles).
• Where a stable long-term shareholder circle is wanted (consent reservation protects against unwanted changes).
• For advisory, services or trade businesses without a large investor pipeline.
• Where management is by the shareholders themselves.
5. When is the AG the better choice?
• When planning with external investors — business angels, venture capital, later IPO.
• Where shareholder anonymity matters (family office, holding structures, wealth protection).
• For companies with > CHF 100,000 equity — the higher incorporation cost is justified.
• For international structures — the AG is more recognised and accepted abroad.
• For employee participation programmes (share lobbying is easier with an AG).
From practice: solo entrepreneurs without large investor plans usually fare better with the GmbH — cheaper and simpler. Those planning scaling, third-party participations or holdings from day one build the AG directly — a later switch is possible but costly.
6. Incorporation in practice — the five steps
1. Choice of company name and availability check at the Federal Commercial Registry Office (EHRA).
2. Drafting of articles — standard articles suffice for most SMEs, available free at the notary.
3. Opening of a blocked/escrow account at a Swiss bank and deposit of the capital.
4. Notarisation of the incorporation deed (articles, board election, acceptance, constitution).
5. Filing at the cantonal commercial register with appendices (Stampa declaration, Lex Friedrich, domicile certificate).
With clean preparation, the time to registration is 2–4 weeks. Once registered, the capital can be released from the blocked account to the operating account.
7. Incorporation costs
Notary and commercial-registry fees: CHF 1,500–3,500 depending on canton and capital. Bank fees for the capital deposit account: CHF 200–800. Advisory fees not included. Ongoing duties: annual general meeting, accounting, VAT registration above CHF 100,000 revenue, possibly limited audit.
8. Frequent pitfalls
• Domicile without actual business activity at the registered seat — can lead to denial of tax residence.
• Share capital from abroad — the bank checks the origin strictly (Anti-Money-Laundering Act, AMLA); without clean documentation of the source, account opening fails.
• Board without Swiss domicile in an AG: at least one signatory must be resident in Switzerland (Art. 718 para. 4 CO).
• For the GmbH, a managing director with Swiss residence is required (Art. 814 para. 3 CO).
• Silent participations or fiduciary arrangements must be disclosed (FINMA for banking, otherwise tax law).
9. Change of legal form
Conversion GmbH → AG (or vice versa) is possible under the Mergers Act (FusG, SR 221.301). Prerequisites: sufficient equity for the new minimum capital, general/shareholders' meeting decision with qualified majority, new articles, notarisation. Cost: CHF 3,000–8,000.
Practical note
Sobiera Legal Consulting accompanies GmbH and AG incorporations with international elements — from form choice through capital-origin documentation for the bank to commercial-registry filing — in Ukrainian, Russian, German, English and French. For a detailed step-by-step package: see our premium guide 'Setting up a GmbH in Switzerland'.