Switzerland offers international entrepreneurs a stable, tax-efficient jurisdiction with access to European markets, robust banking infrastructure, and a transparent legal framework. This guide covers the complete process of registering a GmbH (limited liability company) or AG (joint-stock company) in Switzerland in 2025, including capital requirements, director residency rules, step-by-step procedures, costs, and common pitfalls. > "Over the past 20 years, I have guided more than 300 companies through Swiss registration—from single-founder GmbHs to multi-shareholder AGs. The most critical factor for success is understanding the resident-director requirement and preparing complete, notarized documentation before filing with the Commercial Register. Clients who address these points upfront complete registration in 6–10 weeks; those who overlook them face delays of 3–6 months." — Markus Pritzker, SwissFirma ## Why Switzerland — ideal jurisdiction for your business? Switzerland combines political neutrality, economic stability, and a business-friendly regulatory environment. For international entrepreneurs, the jurisdiction offers predictable tax rates, access to double-taxation treaties, and a reputation that opens doors with investors and banking partners.

Economic Stability

AAA sovereign credit ratings, political neutrality, and independent courts protecting property rights.

Low Taxes

Competitive corporate rates (11.9%–21.6%) and access to double-taxation treaties.

Strategic Location

Non-EU status with market access, central logistics hub, and free-trade agreements.

Confidentiality

Strong privacy for lawful activities while compliant with international CRS standards.

Innovation #1

Ranked #1 globally in innovation, with deep access to qualified, multilingual talent.

### Economic and political stability Switzerland has maintained political neutrality for over 200 years, avoiding armed conflicts and preserving independent courts that protect property rights. The country holds AAA sovereign credit ratings from S&P, Moody's, Fitch, and DBRS, reflecting fiscal discipline and low default risk. GDP per capita exceeds USD 90,000, and inflation remains below 2% in most years, providing a stable macroeconomic backdrop for business planning. ### Favorable and predictable tax system Switzerland levies corporate income tax at three levels: federal (8.5% on profit after tax, effective ~7.83%), cantonal, and municipal. Combined effective rates range from 11.9% in Zug to 21.6% in Geneva (2025 data). The average projected rate is 14.6% by end-2025. Cantons compete to attract businesses, offering transparent rate schedules and advance tax rulings. This predictability allows accurate financial modeling and long-term planning. ### Strategic location in center of Europe Switzerland sits at the crossroads of Germany, France, Italy, and Austria, with free-trade agreements covering 40+ countries (including the EU). Trade per capita reaches USD 47,000, among the highest globally. The jurisdiction is not an EU member, avoiding certain regulatory burdens while maintaining bilateral market access. For e-commerce and logistics, Swiss registration provides a European foothold without full EU compliance overhead. ### High level of confidentiality and reliable banking system The Swiss Banking Act criminalizes unlawful disclosure of client information, including corporate account details. However, Switzerland implemented the OECD Common Reporting Standard (CRS) in 2018 and exchanges financial account information with partner jurisdictions under CRS and FATCA. Domestic secrecy protections remain strong for lawful activities, but tax authorities can pierce confidentiality via mutual legal assistance requests or automatic reporting frameworks. For corporate accounts, this means privacy from commercial competitors and the public, but transparency to tax authorities under international agreements. ### Innovative environment and access to qualified staff Switzerland ranks #1 in the Global Innovation Index 2025 (WIPO) for the 12th consecutive year, leading in creative outputs, knowledge/technology outputs, and ICT access (100/100 score). Zurich is the sole Swiss cluster in the global top-40 for technology centers, focusing on medtech and engineering. The country's strong human capital, high R&D intensity, and active venture capital market support startups and scale-ups. Access to multilingual, highly educated talent (German, French, Italian, English) simplifies international hiring. {{cta:cta-1}} ## Choosing a legal entity: LLC (GmbH) vs. joint-stock company (AG) vs. branch office Selecting the right legal form determines capital requirements, liability structure, management obligations, and audit thresholds. The three main options for foreign entrepreneurs are GmbH (limited liability company), AG (joint-stock company), and branch office.

Entity Comparison (2025)

Criterion	LLC (GmbH)	AG (Joint-Stock)	Branch Office
Min. Capital	CHF 20,000 100% paid-in	CHF 100,000 Min. 50k paid-in	None
Liability	Limited to assets	Limited to assets	Parent fully liable
Management	1+ Director (Resident required)	Board of Directors (1 Resident required)	1 Representative (Resident required)
Anonymity	Shareholders Public	Shareholders Private	Parent Disclosed
Best for	SMEs, Family Biz	Startups, IPO plans	Market testing

Criterion	LLC (GmbH)	AG (Aktiengesellschaft)	Branch Office
Minimum share capital	CHF 20,000 (fully paid-in)	CHF 100,000 (min. CHF 50,000 paid-in)	None
Liability	Limited to company assets	Limited to company assets	Parent company fully liable
Management requirements	≥1 director (Swiss resident)	≥1 director (Swiss resident); board for larger	≥1 Swiss-resident representative
Founder anonymity	Shareholders listed in public Commercial Register	Higher anonymity possible (shareholders not public)	Parent company publicly disclosed
Audit requirements	Optional if <10 employees (opt-out conditions)	Mandatory if thresholds exceeded	Follows parent company audit rules
Best suited for	SMEs, startups, personal businesses	Investor-backed ventures, scalable businesses	Foreign companies testing Swiss market

### Limited liability company (GmbH / Sàrl) #### Key features and advantages A GmbH requires minimum share capital of CHF 20,000, fully paid-in at incorporation (Swiss Code of Obligations Art. 773). Capital can be contributed in cash or in kind, divided into non-negotiable quotas of at least CHF 100 each. Shareholders (quota holders) are registered publicly in the cantonal Commercial Register, and their liability is limited to their capital contributions—personal assets remain protected. Management is handled by one or more directors, at least one of whom must be a Swiss resident (citizen, permanent resident, or holder of a B/C permit). The GmbH is suitable for small and medium-sized businesses, family firms, and startups that prioritize simplicity and lower capital requirements. Small companies may opt out of audit if they have fewer than 10 employees and meet other legal conditions, reducing annual compliance costs. ### Joint-stock company (AG / SA) #### Key features and advantages An AG requires minimum share capital of CHF 100,000, with at least CHF 50,000 or 20% (whichever is greater) paid-in at incorporation. Shares have a nominal value of at least CHF 0.01 and can be registered or bearer (though bearer shares are now restricted under anti-money-laundering rules). The AG is managed by a mandatory Board of Directors, which must include at least one Swiss-resident member with signing authority. The AG offers higher anonymity for founders (shareholders are not listed publicly in the Commercial Register) and is the preferred structure for businesses seeking venture capital, planning an IPO, or requiring a corporate image that attracts institutional investors. Ordinary audit is mandatory if the company exceeds at least two of the following thresholds in two successive years: balance sheet total of CHF 20 million, annual sales revenue of CHF 40 million, or 250 full-time employees. The AG is ideal for scalable, investor-backed ventures and international holding structures. ### Branch office (foreign partnership branch) #### When to choose this form? A branch office is a dependent entity of a foreign parent company, with no separate legal personality. The parent company is fully liable for the branch's debts. No minimum capital is required, but the branch must appoint at least one Swiss-resident representative with signing authority. Registration requires notarized and apostilled documents from the parent (Articles of Association, Commercial Register extract, board resolution, shareholder list). The branch is suitable for foreign companies entering the Swiss market on a trial basis, conducting limited operations, or repatriating profits directly to the parent without establishing a separate legal entity. The name must include the parent company name, principal and branch locations, and the designation "branch" (Article 113 ORC). Registration takes 7–10 weeks, including document preparation (2–3 weeks) and Commercial Register filing (3–5 weeks). ## Key requirements for registration: what you need to prepare Foreign founders must prepare identity documents, proof of capital deposit, a Swiss legal address, and a Swiss-resident director before filing with the cantonal Commercial Register. ### Minimum capital requirements for Swiss companies A GmbH requires CHF 20,000 in share capital, fully paid-in at registration. An AG requires CHF 100,000, with a minimum of CHF 50,000 or 20% (whichever is greater) paid-in at incorporation. Capital can be contributed in cash (deposited in a blocked Swiss bank account) or in kind (assets valued by an auditor). The bank issues a capital deposit confirmation, which is submitted to the notary and Commercial Register. > "GmbH requires CHF 20,000 fully paid-in capital; AG requires CHF 100,000, of which CHF 50,000 must be paid in." — SwissFirma, Opening a Swiss Corporation (2025)

GmbH Minimum Capital

CHF20,000

Must be fully paid-in at incorporation.

AG Minimum Capital

CHF100,000

Minimum CHF 50,000 (or 20%) paid-in.

> "For both GmbH and AG, at least one director must be a tax resident of Switzerland." — Goldblum (2025) > "The requirement for at least one director who is a resident of Switzerland (or an EU/EFTA citizen with a valid permit) is the most critical aspect that foreign founders often overlook. Failure to meet this requirement guarantees rejection of the registration application." — Markus Pritzker, SwissFirma Founders (shareholders) can be natural or legal persons of any nationality and do not need to be Swiss residents. However, their identities are publicly disclosed in the Commercial Register for GmbH; AG shareholders are not listed publicly, providing greater privacy. {{cta:cta-1}} ### Requirement for a legal address in Switzerland Every Swiss company must have a registered office (legal address) in Switzerland, with physical access, a visible company sign, and the ability to receive official mail. Virtual offices and domicile services are permitted if they provide a verifiable address and comply with cantonal Commercial Register rules (HRegV and OR). PO boxes are not acceptable. The address must be documented via a lease agreement or domiciliation contract and is subject to inspection by authorities. ## Step-by-step: how to register your company in Switzerland The registration process involves five main steps, from name reservation to Commercial Register entry, typically completed in 6–10 weeks for a standard GmbH or AG.

Preparation

Name Check

1–3 Days. Reservation & canton selection.

Finance

Bank Account

3–7 Days. Blocked account for capital.

Legal

Notary

1 Day. Certifying articles of association.

State

Registry

5–10 Days. Filing & UID issuance.

Final

Social/VAT

3–5 Days. Post-registration compliance.

### Step 1: company name check and canton selection Choose a unique company name and verify availability in the Swiss Commercial Register database (Zefix). The name must not be confusingly similar to existing entities and must include the legal form designation (e.g., "GmbH" or "AG"). Submit a name reservation request to the cantonal Commercial Register. > "Name verification is conducted through the Commercial Register and publication in ZEFIX." — SwissFirma, Opening a Swiss Corporation (2025) Canton selection affects corporate tax rates (ranging from 11.9% in Zug to 21.6% in Geneva) and administrative procedures. Consider the canton's tax environment, proximity to your business operations, and industry clusters (e.g., Zurich for fintech, Zug for crypto, Geneva for trading). ### Step 2: essential founding documents for your company Prepare the Articles of Association (Statuten/Statuts), which must include: company name, registered office, business purpose, share capital, number and nominal value of shares, voting rights, shareholder meeting rules, Board of Directors composition, and auditor appointment (if required). The Articles must be signed by all founders or their authorized representatives (via notarized power of attorney) and notarized by a Swiss public notary. Additional documents include: founder identification (passport or ID), proof of legal address (lease or domiciliation contract), board resolutions appointing directors and authorizing signatories, and Stampa Declaration Form and Lex Friedrich Declaration Form (where applicable). ### Step 3: opening a blocked account and depositing capital Open a capital deposit account (blocked account) at a Swiss bank. The bank requires founding documents (draft Articles, business plan, proof of legal address) and identification of all founders and directors. Deposit the full CHF 20,000 for a GmbH or at least CHF 50,000 for an AG. The bank issues a capital deposit confirmation (Kapitaleinzahlungsbestätigung), which is required for notarization and Commercial Register filing. > "Funds are deposited into a blocked account; the bank issues a capital deposit confirmation." — Startups.ch (2025) ### Step 4: notarial certification and filing with the Commercial Register Attend a notary appointment (in person or via authorized representative with notarized power of attorney). The notary certifies the Articles of Association, verifies founder identities, and prepares the public deed (öffentliche Urkunde). The notary or your legal representative then files the application with the cantonal Commercial Register, submitting: notarized Articles, capital deposit confirmation, proof of legal address, director appointment resolutions, specimen signatures, and Stampa/Lex Friedrich declarations. > "Incorporation requires a public deed certified by a Swiss notary." — SwissFirma, Opening a Swiss Corporation (2025) The Commercial Register reviews the application (typically 7–15 working days) and, if approved, issues a company registration number (UID/IDE) and publishes the entry in the Swiss Official Gazette of Commerce (SHAB/FOSC). The company is legally formed upon registration. > "Typically, Commercial Register approval takes 7–15 working days." — SwissFirma, Opening a Swiss Corporation (2025) ### Step 5: registration with tax authorities (VAT) and social insurance (AHV) After Commercial Register entry, the cantonal tax authorities automatically send tax registration forms. If your annual turnover exceeds CHF 100,000, you must register for VAT (standard rate 8.1%, reduced rate 2.6%, special accommodation rate 3.8%). Register with the cantonal social insurance office (AHV/AVS) for employee contributions. These post-registration steps typically take 1–4 weeks. > "VAT registration is mandatory when annual turnover exceeds CHF 100,000." — Startups.ch (2025) ## Post-registration compliance: what happens after incorporation After your company is registered, you must complete several formalities to remain compliant with Swiss law. ### Social security and employee insurance Register with the cantonal social insurance office (AHV/AVS) for old-age and survivors' insurance contributions. Enroll employees in a pension fund (BVG/LPP) for occupational pension coverage. Obtain accident insurance (UVG/LAA) for all employees. These registrations are mandatory and must be completed within specified deadlines after hiring your first employee. > "After registration, companies must register for social security (AHV/AVS), enroll employees in a pension fund (BVG/LPP), and obtain accident insurance (UVG/LAA)." — NewCo (2025) ### Accounting and audit requirements Maintain accounting records for 10 years in accordance with the Swiss Code of Obligations (OR) or an internationally recognized standard such as IFRS or US GAAP. Companies must prepare annual financial statements to give a true and fair view of their financial position. Ordinary audit is mandatory if the company exceeds at least two of the following thresholds in two successive years: balance sheet total of CHF 20 million, annual sales revenue of CHF 40 million, or 250 full-time employees. Small companies that do not meet these criteria may opt for a limited audit or, if they have fewer than 10 employees and all shareholders consent, opt out of audit entirely. ### VAT filing and deadlines If registered for VAT, file quarterly or semi-annual returns (depending on turnover) within 60 days following the end of the reporting period. Maintain accurate records of all taxable supplies and input tax deductions. ## Cost and timelines for opening a company in Switzerland ### Full breakdown of registration expenses

Estimated Costs (2025)

State Fees (Registry) CHF 420 – 800 Varies by canton

Notary Services CHF 500 – 1,500 Depends on complexity

Blocked Account CHF 0 – 2,500 Bank setup fees

Legal Support CHF 1,000 – 5,000 Recommended for foreigners

Expense item	Approximate cost (CHF)	Comment
State fees (Commercial Register)	420–800	Varies by canton and legal form
Notary services	500–1,500	Depends on complexity and canton
Blocked account opening	0–2,500	Some banks waive fees; others charge setup
Legal/agency support	1,000–5,000	Optional; reduces errors and accelerates process

Total initial costs for a GmbH typically range from CHF 23,000 to CHF 28,000 (including minimum capital of CHF 20,000). For an AG, expect CHF 103,000 to CHF 108,000 (including minimum capital of CHF 100,000). {{cta:cta-1}} ### Average timelines: from idea to ready company The standard timeline for GmbH or AG registration is 6–10 weeks, broken down as follows: - **Week 1:** Consultation, document preparation, name check (1–3 days) - **Week 2–3:** Drafting Articles of Association, legal review (5–10 days) - **Week 4:** Opening blocked account, depositing capital (3–7 days) - **Week 5:** Notary appointment and certification (1 day) - **Week 6–7:** Commercial Register review and approval (7–15 days) - **Week 8–10:** VAT and social insurance registration (1–4 weeks) Delays occur if documents are incomplete, the resident director is not confirmed, or the bank requires additional due diligence. ### Our Swiss company formation packages We offer transparent, fixed-price packages for GmbH and AG formation, covering all mandatory steps from name reservation to Commercial Register entry and post-registration compliance.

GmbH Formation

Complete registration for LLCs

From CHF 3,500

• Name reservation & canton selection
• Articles of Association drafting
• Notary coordination
• Commercial Register filing
• VAT & AHV registration support

Order GmbH Package

AG Formation

For Joint-Stock Companies

From CHF 4,500

• Name reservation & canton selection
• Articles of Association drafting
• Notary coordination
• Commercial Register filing
• Shareholder anonymity structure

Order AG Package

## Business taxation in Switzerland: what you need to know Switzerland levies corporate income tax at federal, cantonal, and municipal levels. Understanding the combined effective rate and available deductions is essential for financial planning. **Disclaimer:** This information is general in nature and does not replace consultation with a specialist. For the most current information on rates, please refer to the official website of the Swiss Federal Tax Administration (FTA). ### Corporate income tax (federal, cantonal, municipal) Federal corporate income tax is levied at a flat rate of 8.5% on profit after tax (effective rate ~7.83% due to deductibility). Cantons and municipalities add their own profit taxes and capital taxes (on net equity), producing combined effective rates that vary by location. In 2025, total effective corporate income tax rates range from 11.9% in Zug to 21.6% in Geneva, with an average of 14.4% (KPMG report, May 2025). Cantons compete to attract businesses, and some offer advance tax rulings to confirm rates and deductions. ### Value-added tax (VAT) Switzerland applies VAT at three rates: standard 8.1% (most goods and services), reduced 2.6% (food, books, medicines, newspapers), and special 3.8% (hotel accommodation). VAT registration is mandatory if annual worldwide turnover from taxable supplies exceeds CHF 100,000. Voluntary registration is possible below this threshold. VAT returns are filed quarterly or semi-annually, depending on turnover. ### Double taxation avoidance agreements (DTA) Switzerland has concluded 98 double taxation treaties (DTTs) with jurisdictions including Australia, Austria, and Russia (note: the Russia DTT was suspended by Russian decree in August 2023). DTTs allocate taxing rights between countries and reduce withholding tax rates on dividends, interest, and royalties. For example, under many DTTs, dividend withholding tax is reduced from the standard 35% to 5% or 0% for qualifying corporate shareholders. Switzerland also ratified the OECD Multilateral Instrument (MLI) to implement BEPS measures, effective December 2019. ## Common mistakes in company registration and how to avoid them

✓ Do This

✓ Appoint a Swiss-resident director before the notary meeting.
✓ Prepare complete, apostilled ID documents for all founders.
✓ Deposit the full capital into a temporary Swiss blocked account.

✗ Avoid This

✗ Submitting unsigned or incomplete Articles of Association.
✗ Choosing a canton solely for taxes without checking administrative speed.
✗ Ignoring the mandatory Resident Director requirement (guaranteed rejection).

**Do's:** - Appoint a Swiss-resident director (citizen, permanent resident, or B/C permit holder) before the notary meeting. - Prepare and notarize Articles of Association with complete details: company name, address, business purpose, capital, share structure. - Deposit the full minimum capital (CHF 20,000 for GmbH, CHF 50,000 for AG) in a Swiss bank before registration. - Submit complete, notarized documents to the cantonal Commercial Register to avoid delays. - Complete Stampa declaration (no contributions in kind) and Lex Koller declaration (real estate control), where applicable. **Don'ts:** - Submit incomplete or unsigned documents, which cause processing delays of weeks. - Ignore the resident director requirement, which guarantees rejection of the application. - Overlook notarization requirements, leading to automatic rejection by the Commercial Register. - Choose a canton based solely on tax rates without considering industry clusters, administrative efficiency, or proximity to operations. ### Underestimating the resident director requirement The requirement for at least one director with Swiss residency is the most common cause of registration failure for foreign founders. The director must hold a Swiss passport, permanent residence permit, or B/C work permit. Nominee director services are available, but the nominee assumes legal responsibility for statutory filings and compliance. Ensure the director is reliable, understands their obligations, and is willing to sign official documents. > "Foreign founders often overlook the resident director requirement, leading to rejections." — SwissCompanyFormation (2025) ### Wrong canton choice Selecting a canton based solely on the lowest tax rate can backfire if the canton lacks infrastructure for your industry, has slow administrative processes, or imposes higher fees for other services (e.g., notary, legal address). For example, Zug offers low taxes (11.9%) but higher real estate costs; Geneva has higher taxes (21.6%) but strong international banking and trading networks. Consult a tax advisor to model total costs and benefits. ### Errors in founding documents Incomplete or inconsistent Articles of Association, missing signatures, or incorrect capital declarations cause the Commercial Register to reject the application. Common errors include: failing to specify the exact business purpose, omitting director appointment resolutions, or providing outdated bank confirmations. Have a Swiss lawyer review all documents before notarization. ## Get started with your business in Switzerland Ready to register your GmbH or AG in Switzerland? Contact us for a free consultation and receive a detailed quote tailored to your business needs. {{cta:cta-1}}

Company formation in Switzerland: complete guide to opening your business in 2026