AG, GmbH, association, foundation — four legal forms, four different logics. A compact orientation for international clients who want to set up a structure in Switzerland.
Swiss law recognises four central private-law legal entities, regulated in the Code of Obligations (CO) and the Civil Code (CC). Which legal form fits depends on capital, liability, ownership structure and purpose.
Public limited company (AG / SA) — Art. 620–762 CO
Minimum capital CHF 100,000 (of which 20% must be paid in, at least CHF 50,000). Shareholder assets and company assets are separate; shareholders are liable only up to the amount of their contribution. Shares are in principle freely transferable. The AG is the standard form for medium-sized and large companies and for structures with institutional investors.
Limited liability company (GmbH / Sàrl) — Art. 772–827 CO
Minimum capital CHF 20,000, fully paid in. Quota shares are not freely tradable — their transfer in principle requires the approval of the shareholders' meeting. The GmbH is popular for SMEs, family businesses and startups that want to avoid the higher AG capital.
Association — Art. 60–79 CC
At least two founders. No capital required. The purpose must not be profit-oriented. Registration in the commercial register is only required if the association pursues a commercial purpose. Suited for sport, culture, NGOs, interest groups.
Foundation — Art. 80–89c CC
Capital is not legally prescribed, but practically necessary. No members, no owner — the assets are dedicated to a purpose. Subject to supervisory authority. Classic for charitable purposes, family foundations and occupational pension schemes.
Comparison table
AG: capital CHF 100k, liability limited to company assets, shareholders, profit-oriented, commercial-register entry mandatory. GmbH: capital CHF 20k, liability limited, quota holders, profit-oriented, register entry mandatory. Association: no capital, liability limited to association assets, members, non-profit, register entry only for commercial purpose. Foundation: capital effectively required, liability limited to foundation assets, no owners/members, purpose-bound, register entry mandatory.
Which legal form fits an international setup?
International clients often choose the AG because it is investor- and capital-market-ready and makes share transfers straightforward. For family businesses and holding companies the GmbH can be the leaner choice — especially when the ownership structure should remain stable.