From CHF 100,000 share capital to commercial-register entry — every step of a Swiss AG formation with legal depth and pitfalls.
The AG (stock corporation) is the standard legal form for Swiss companies with investors, growth plans or a need for owner anonymity. Higher hurdles than GmbH — but higher transferability, broader investor base and stronger separation of ownership and management. This guide walks through every step.
Before: If choosing between AG and GmbH, read Swiss legal forms compared.
Overview — the 7 steps to a Swiss AG
| # | Step | Duration | Who |
|---|
| 1 | Firm name + purpose, draft articles | 1–2 weeks | Lawyer/notary |
| 2 | Pay in share capital on blocked account | 1–2 weeks | Bank |
| 3 | Notarial deed of formation | 1 day | Notary |
| 4 | Constituting board meeting | 1 day | Board |
| 5 | Application to commercial register | 5–30 days | Notary |
| 6 | SOGC publication + entry | automatic | Federal Commercial Register Office |
| 7 | AHV, VAT, BVG, UVG, audit setup | 2–4 weeks | Founders |
Total: 4–10 weeks from first conversation to ready-to-operate AG.
Step 1 — Firm, purpose, articles
Firm name: freely chosen, "AG" suffix mandatory (Art. 950 CO). Search at Zefix (identity) and Swissreg (trademarks).
Articles mandatory content (Art. 626 CO): firm and seat, purpose, share-capital amount and structure, number of board members, form of notices.
Recommended: restriction of registered shares (Art. 685a CO), voting shares (Art. 693 CO), subscription rules, arbitration clause.
Share type:
- Registered shares: share-register entry, controllable via restriction — standard for unlisted AGs
- Bearer shares: highest transferability but strongly restricted since 2020 (beneficial-owner notification, cancellation on breach)
Step 2 — Pay in share capital
Minimum share capital CHF 100,000, of which at least CHF 50,000 paid in before notarisation (Art. 632 CO). The rest can be paid later but remains a legal shareholder obligation.
Payment to blocked account at a Swiss bank in name of "AG in formation". Bank issues deposit confirmation.
For contributions in kind (existing business, trademarks, real estate, machinery):
- contribution agreement
- foundation report by founders with valuation
- audit confirmation by approved auditor (Art. 635a CO)
- higher notary cost
Step 3 — Notarial deed
The public deed is created (Art. 629 CO). Bring: final articles, deposit confirmation, IDs, acceptance declarations of board and auditors (unless opting out), for contributions in kind: contribution agreement, foundation report, audit confirmation.
The Stampa declaration is mandatory part of the deed since the 2023 stock-corporation reform.
The Lex-Koller declaration is given at notarisation.
Notary cost: CHF 1,000–3,000 for standard formation.
Step 4 — Constituting board meeting
Directly after notarisation: first board meeting: constitution (chair, vice-chair, secretary), signature authorities, organisational regulations (if management delegated, Art. 716b CO), election of auditors (unless opt-out).
Minutes become part of the application.
Step 5 — Commercial-register application
Notary files: application with certified signatures, certified copy of deed, minutes of board meeting, acceptance declarations, contribution-in-kind audit, Stampa and Lex-Koller declarations.
Fee: CHF 420 for AG entry.
Step 6 — SOGC publication and entry
Federal Commercial Register Office reviews and approves — usually 1–2 business days. SOGC publication automatic. From publication: AG has legal capacity.
Before: AG in formation — business possible but founders personally liable as simple partnership (Art. 645 CO).
Step 7 — Follow-up obligations
- AHV compensation fund: registration as employer for board and staff
- VAT registration at ESTV from CHF 100,000 turnover
- Accident insurance (UVG) at SUVA or private — mandatory
- Occupational benefits (BVG) from annual salary > CHF 22,680
- Audit firm (unless opt-out): contract with approved auditor
Audit obligation — when which
| Criterion | Limited audit | Ordinary audit |
|---|
| Basis | Art. 727a CO | Art. 727 CO |
| Threshold | Standard for AG | 2 of 3: balance > 20 M, turnover > 40 M, 250 FTE |
| Opt-out | Yes, <10 FTE + all-shareholder consent | No |
| Scope | Plausibility check | Audit with confirmation |
| Cost typical | CHF 2,000–5,000/year | CHF 10,000–40,000/year |
Board duties
The board has overall management and is personally liable for duty breach (Art. 754 CO). Non-delegable duties (Art. 716a CO):
- Overall management
- Organisation
- Accounting, finance control and planning
- Appointment/removal of management and representation
- Supervision of management
- Annual report, GA preparation
- Notification of court upon over-indebtedness (Art. 725b CO)
Multiple board members: one chair, at least one board or director with Swiss residence with signature authority (Art. 718 para. 4 CO).
Common pitfalls
- Partial payment without clear additional-contribution duty in articles → liability risk
- Bearer shares without notification compliance → 2020/2025 regulation
- Restriction forgotten → unwanted shareholder entry
- Opt-out without all-shareholder consent → retroactive audit obligation
- Board without Swiss-resident signatory → entry refused
- Contributions in kind without audit report → entry fails
When legal advice is useful
- Investor structures — restriction, preferred shares, voting bindings, vesting
- International shareholders — sanctions, tax residence, Lex Koller
- Contributions in kind — valuation, Stampa, audit report
- Board agreements and remuneration — social-security, fee
- Holding structures — parent/subsidiary, stamp duty
- Acquisition of existing AG — due diligence, warranties, purchase agreement
Related topics
Official sources
Frequently asked questions
How much does forming an AG in Switzerland cost?
Typically CHF 1,500–4,000: HR fee CHF 420, notary CHF 1,000–3,000, blocked-account fee CHF 200–400, SOGC publication CHF 130, plus 1% stamp duty on equity over CHF 1 million. Contributions in kind add audit costs.
How much share capital is required?
Minimum share capital CHF 100,000, of which at least CHF 50,000 paid in before notarisation. The rest can be paid in later but remains a shareholder obligation.
Difference AG vs. GmbH?
AG has higher minimum capital (CHF 100,000 vs. 20,000), shareholders not public (vs. public for GmbH), shares freely transferable (vs. restriction standard for GmbH), audit obligation. AG suits investors, growth, anonymity.
Must the board member live in Switzerland?
Not every member — but at least one board member or director with individual or joint signature must be domiciled in Switzerland (Art. 718 para. 4 CO). With purely foreign founders this is usually solved via a Swiss lawyer/fiduciary.
What is ordinary vs. limited audit?
Ordinary audit (Art. 727 CO) from statutory thresholds (balance > CHF 20 M, turnover > CHF 40 M, 250 FTE — two of three). Limited audit (Art. 727a CO) for smaller AGs. Opt-out possible with <10 FTE and consent of all shareholders.
What are the duties of the board?
Overall management, organisation, accounting setup, appointment/removal of management, oversight, annual report, GA preparation, notification to court upon over-indebtedness (Art. 716a CO). Personal liability for duty breach.
What are restricted shares?
Shares with transfer restriction. Articles can require company consent for transfer (Art. 685a CO for registered shares). Common for unlisted AGs to control shareholder circle.