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.
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.
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.