From share capital to commercial-register entry: every step of a Swiss GmbH formation, costs, timeline, pitfalls and the legal depth founders need.
Forming a GmbH in Switzerland is a clearly structured process — but at several points things become expensive if you do them in the wrong order or forget mandatory documents. This guide walks step by step through every stage, with costs, timing and the legal requirements every founder should know.
Before you start: If you are not yet sure whether GmbH is the right legal form, first read Swiss legal forms compared.
Overview — the 7 steps to a Swiss GmbH
| # | Step | Duration | Who |
|---|
| 1 | Check firm name + formulate purpose | 1–3 days | Founders |
| 2 | Draft articles of association | 2–5 days | Lawyer/notary/fiduciary |
| 3 | Open blocked account at a Swiss bank + pay in share capital | 1–2 weeks | Bank |
| 4 | Notarial deed of formation | 1 day (appointment) | Notary |
| 5 | Application to the commercial register | 5–30 days | Notary/lawyer |
| 6 | SOGC publication + entry | automatic after step 5 | Federal Commercial Register Office |
| 7 | AHV, VAT, accident-insurance registration | 2–4 weeks | Founders |
Total: realistically 4–8 weeks from first conversation to a ready-to-operate GmbH.
Step 1 — Firm name and purpose
The firm name must be freely chosen, clear and not misleading (Art. 944 CO). The suffix "GmbH" (or "Sàrl", "S.a.g.l.", "LLC") is mandatory (Art. 950 para. 1 CO). Before deciding:
- Identity: no identical firm already entered — search at Zefix
- Risk of confusion: not too similar to an existing firm in the same industry — otherwise litigation risk under Art. 956 CO
- Trademark law: search at Swissreg — a GmbH name does not automatically protect the trademark; file separately
- Language: any language permitted, frequently DE/EN combinations
The corporate purpose in the articles should be clearly formulated but not too narrow (otherwise amendment required when activity expands). Example: "Consulting, brokerage and trade in the field of [industry], plus any related business; acquisition, management and disposal of participations."
Step 2 — Drafting the articles of association
The articles are the constitution of the GmbH. Mandatory content (Art. 776 CO):
- Firm name and seat
- Purpose
- Amount of share capital and quota shares
- Form of company notices to members
Recommended additional provisions:
- Transfer restrictions for quota shares (Art. 786 CO)
- Subscription rules for capital increases
- Management and representation rules
- Non-compete clauses for members (Art. 803 CO)
- Dispute resolution (arbitration clause or place of jurisdiction)
For multiple founders, additionally a shareholder agreement outside the articles (not public, governs voting bindings, vesting, drag-along, tag-along).
Step 3 — Blocked account + paying in share capital
Before notarisation the share capital of CHF 20,000 must be fully paid in. The process:
- Open a capital deposit account (blocked account) at a Swiss bank — in the name of the "GmbH in formation".
- The founders transfer the share capital to this account.
- The bank issues a deposit confirmation that the notary needs for the deed.
Bank cost: CHF 200–400. Often free at major Swiss banks if a business account is also opened. PostFinance, ZKB, Raiffeisen are common.
Important: the blocked account is only "blocked" until the HR entry. After entry it becomes a normal business account and the capital can be used for ongoing expenses.
Step 4 — Notarial deed
At the notary the formation is recorded in a public deed (Art. 779 para. 1 CO). Bring:
- Articles of association (final)
- Bank deposit confirmation
- IDs of all members and managing directors
- Acceptance declarations of managers and auditors (unless opting out)
- For contributions in kind: contribution agreement, foundation report + audit confirmation
The Stampa declaration has been a mandatory part of the deed since the 2023 stock-corporation reform — no longer separate (Art. 629 para. 2 no. 4 CO analogously).
The Lex-Koller declaration is also given at notarisation. It confirms that either no real-estate acquisition is intended or the majority structure complies with Lex Koller.
Notary cost: cantonally variable, CHF 700–2,000 for a standard formation.
Step 5 — Application to the commercial register
The notary or another authorised person files with the cantonal commercial-register office:
- Application with certified signatures of all managing directors
- Certified copy of the notarial deed
- Acceptance declarations
- For contributions in kind: audit confirmation
- Stampa and Lex-Koller declarations
The HR office checks completeness and legal conformity. If deficient: written request to remedy.
Fee commercial register: CHF 420 for a new GmbH entry (federal HR-fee ordinance, SR 221.411.1).
Step 6 — SOGC publication and entry
After successful review the GmbH is entered into the cantonal commercial register. The Federal Commercial Register Office reviews again and — usually within 1–2 business days — issues approval.
Publication in the Swiss Official Gazette of Commerce (SOGC) is automatic. From publication the GmbH has legal capacity. Only then may it officially commence business, enter contracts in its own name and use the blocked-account capital.
Before: business is possible but the founders are personally liable as a "simple partnership" (Art. 779a CO) until the entry is complete.
Step 7 — AHV, VAT, accident insurance
After entry, administrative steps follow:
- AHV compensation fund: registration as employer once wages are paid
- VAT registration at the Federal Tax Administration (ESTV) from turnover CHF 100,000 (or voluntarily earlier)
- Accident insurance (UVG) at SUVA or a private insurer — mandatory for all employees
- Occupational benefits foundation (BVG) from annual salary > CHF 22,680 per employee
These registrations can be bundled via EasyGov.swiss.
Common pitfalls
- Using share capital for ongoing expenses before HR entry → formation defect, can lead to member liability
- Starting business before SOGC publication → simple partnership with personal liability
- Purpose formulated too narrowly → articles amendment required when expanding, costs CHF 200 + notary
- Forgetting transfer restrictions → quota shares can be freely sold, unwanted members
- Manager without Swiss residence → HR office refuses entry, delay
- Contributions in kind without audit report → entry fails, expensive unwinding
When legal advice is useful
- Multiple founders with different contributions or roles — shareholder agreement, vesting, drag/tag-along
- International participation — Lex-Koller check, sanctions compliance, tax residence
- Contributions in kind (trademarks, IP, existing contracts) — valuation, Stampa, audit report
- Planned investor entry — establish restriction rules in advance
- Complex purpose formulations — e.g. regulated industries (finance, medicinal products)
- Risk of confusion in firm name — trademark search + risk assessment
Related topics
Official sources
- Code of Obligations (CO, SR 220), Art. 772–827 (GmbH): fedlex.admin.ch
- Commercial Register Ordinance (HRegV, SR 221.411): fedlex.admin.ch
- Ordinance on commercial-register fees: fedlex.admin.ch
- Federal Act on the Acquisition of Real Estate by Persons Abroad (BewG, Lex Koller, SR 211.412.41)
- SECO SME portal — GmbH
- EasyGov — Online formation
Frequently asked questions
How much does forming a GmbH in Switzerland cost?
Typically CHF 1,200–3,000: commercial-register fee CHF 420, notary CHF 700–2,000, bank blocked-account fees CHF 200–400, SOGC publication CHF 130, plus 1% stamp duty on equity over CHF 1 million. Contributions in kind add audit-report costs.
How long does forming a GmbH take?
Realistically 2–6 weeks. Drafting articles + notary appointment (1–2 weeks), blocked-account opening (1–2 weeks), commercial-register entry (5–30 days depending on canton and load), SOGC publication (immediately after entry).
Do I need CHF 20,000 in cash?
Yes, the share capital must be fully paid in before notarisation. It goes to a blocked account at a Swiss bank. After the entry the account is released and the capital is available to the company — also for ongoing operating expenses, not frozen.
What is the Stampa declaration?
The Stampa declaration is a written confirmation by the founders that no contributions in kind, asset takeovers or special advantages were granted that are not mentioned in the articles (Art. 629 para. 2 no. 4 CO). Since the 2023 stock-corporation reform it is a mandatory part of the notarial deed — no longer a separate form.
Do I need a lawyer for a GmbH formation?
For a standard formation with one or two members, a notary + fiduciary is often enough. Legal advice pays off for: multiple founders with different contributions, international participation, contributions in kind, planned investors, restriction rules and shareholder agreements.
Does the managing director have to live in Switzerland?
Not every managing director — but at least one person with signature authority must be domiciled in Switzerland (Art. 814 para. 3 CO). This can be the managing director themselves or another director/officer with individual or joint signature. For foreign founders this is often solved via a Swiss fiduciary/lawyer.
What is Lex Friedrich/Lex Koller for company formation?
Lex Koller (former Lex Friedrich) restricts the acquisition of Swiss real estate by foreign persons (BewG, SR 211.412.41). For a GmbH that intends to acquire or hold real estate, the register office checks whether the majority of voting and capital rights are in Swiss hands. The Lex-Koller declaration is a mandatory part of the application.