What really happens at the Swiss notary for GmbH or AG formation: review, document checklist, common refusal reasons, cost structure and practice tips.
The notarial deed is the formal act through which a Swiss GmbH or AG comes into existence. Here the company is "born" — the articles take effect, share capital is formally accepted, and the Stampa declaration becomes part of a public deed.
Before: For individual formation steps see Founding a GmbH and Founding an AG.
Course of a notary appointment
| Phase | Duration | What happens |
|---|
| 1. Identity check | 5–10 min | Passports/IDs of all founders, possibly PEP-list check |
| 2. Articles reading | 10–20 min | Notary reads articles and explains key provisions |
| 3. Stampa declaration | 5–10 min | Explanation, confirmation by founders |
| 4. Lex Koller declaration | 5 min | Explanation, signing |
| 5. Contribution-in-kind discussion (if any) | 15–30 min | Audit report, contribution agreement |
| 6. Notarisation | 5 min | Signing the public deed |
| 7. Application certification | 10 min | Signatures of managers on HR application |
Total: 30–90 minutes depending on complexity.
What the notary specifically checks
Formal review
- Completeness of mandatory articles content (Art. 626 CO for AG, Art. 776 CO for GmbH)
- Presentation of bank deposit confirmation for the blocked account
- Acceptance declarations of managers/board and auditors
- At least one Swiss-resident signatory (Art. 814/718 CO)
Substantive review
- Plausibility of contributions in kind — valuation by approved auditor (Art. 635a CO) must be available
- Stampa compliance — no hidden contributions, asset takeovers, set-offs or special advantages
- Lex Koller compliance — for intended real-estate acquisition
- Nominee suspicion — purely nominal manager appointment can lead to refusal
Notary's duty to inform
- Personal liability of founders for false statements (Art. 753 CO, criminal Art. 251, 253 PC)
- Meaning of articles provisions (restriction, voting shares)
- Consequences of formation (bankruptcy risk, BVG obligation)
Document checklist
Always:
- Passports/IDs of all founders (originals)
- Final articles draft
- Bank deposit confirmation
- Acceptance declarations of all managers
- Auditor acceptance (or opt-out by all shareholders)
For contributions in kind:
- Written contribution agreement
- Founders' foundation report with valuations
- Audit confirmation by approved auditor (Art. 635a CO)
For foreign founders:
- Notarised foreign powers of attorney with apostille or legalisation
- Translation to DE/FR/IT by certified translator where not in official language
For Lex Koller-relevant cases:
- Lex Koller declaration as separate annex
Common refusal reasons
- Incomplete articles — mandatory content missing
- Capital not fully paid in (GmbH) or less than CHF 50,000 (AG)
- No Swiss-resident signatory — notary must refuse
- Contributions in kind without audit report
- Stampa suspicion — founder mentions oral side agreements
- Lex Koller suspicion — foreign-controlled with intended real-estate
- Nominee construction — registered manager clearly unable to perform real function
- Sanctions involvement — UA/RU without clear compliance
Cost structure
| Item | GmbH | AG |
|---|
| Base fee | CHF 600–1,200 | CHF 800–1,800 |
| Articles discussion (additional, cantonal) | CHF 100–400 | CHF 200–600 |
| Multiple founders (each additional) | +CHF 50–150 | +CHF 50–150 |
| Contributions in kind (complexity) | +CHF 200–800 | +CHF 500–1,500 |
| Foreign power of attorney | +CHF 100–300 | +CHF 100–300 |
| Articles translation EN/FR | +CHF 50–150 / page | +CHF 50–150 / page |
| Total typical | CHF 700–2,000 | CHF 1,000–3,000 |
Cantonal differences: Zurich, Geneva, Vaud tend to be more expensive; Ticino, Valais, Schwyz, Zug cheaper. Some cantons (e.g. Zurich) have cantonal official notaries with fixed tariffs; others (e.g. Geneva) free notaries with negotiation room.
Tips
- Send final articles in advance — notary checks, you save time at appointment
- All founders present or timely powers of attorney — missing persons can scuttle the appointment
- Prepare questions — notary is legally required to inform
- Honestly disclose Stampa matters — notary checks anyway
- Multi-canton founders: notary in the company's seat canton (mandatory)
- For contributions in kind submit audit report in advance
When legal advice is useful
- Complex articles with restriction, voting shares, preferred shares
- International founder structures — notary doesn't cover sanctions due diligence
- Contributions in kind with valuation questions — lawyer + approved auditor in parallel
- Planned investor entry — shareholder agreements aren't in the notarial deed
- Notary refusal — lawyer can get second opinion or fix deficiencies
Related topics
Official sources
- Code of Obligations (CO, SR 220), Art. 629, 777, 626 + 776: fedlex.admin.ch
- Commercial Register Ordinance (HRegV, SR 221.411): fedlex.admin.ch
- Federal Act on Occupational Pensions (BVG, SR 831.40)
- SECO SME portal — HR registration
Frequently asked questions
How much does a notarial GmbH or AG formation cost?
GmbH: CHF 700–2,000 for standard formation. AG: CHF 1,000–3,000. With contributions in kind, multiple founders, complex articles or high capital significantly higher. Cantonally very variable — Zurich and Geneva more expensive than Ticino or Schwyz.
How long does the notary appointment take?
Standard GmbH 30–60 minutes, AG 45–90 minutes. Longer with multiple founders or contributions in kind. Initial consultation (articles draft, clarification) typically 1–2 hours in advance.
What does the notary specifically check?
Completeness of articles, identity of all founders, bank deposit confirmation, acceptance declarations of managers/board, audit confirmation for contributions in kind, Stampa compliance, Lex Koller compliance. Must refuse notarisation on justified suspicion of false statements.
Which documents do I need to bring?
ID/passport of all founders, articles draft, bank deposit confirmation for blocked account, acceptance declarations of managers and possibly auditors, foreign documents with apostille, for contributions in kind: contribution agreement, foundation report, audit confirmation.
Can I have it notarised by power of attorney?
Yes, if all founders issue a notarised power of attorney — common for foreign founders. Foreign power of attorney needs apostille (Hague Convention) or legalisation, translated to a Swiss official language if needed.
What are the most common refusal reasons?
Incomplete articles (missing mandatory content), unpaid share capital, no Swiss-resident signatory, contributions in kind without audit report, Lex Koller suspicion, suspicion of nominee constructions.
Which notary in which canton?
Company's seat canton decides — a GmbH/AG with seat in Zurich must be notarised by a Zurich notary. Different cantons have different notarial systems: some have cantonal official notaries, others free notaries in private practice.