25.11.2025 • 25 min read
Company registration in Switzerland: GmbH or AG from CHF 5,000
SwissFirma registers Swiss GmbH and AG companies for residents and non-residents, with service fees from CHF 5,000 and full remote formation in 2–4 weeks via power of attorney. A GmbH needs CHF 20,000 minimum capital; an AG needs CHF 100,000 (CHF 50,000 paid in at registration). Every company needs one Swiss-resident director. Figures current as of September 2026.
SwissFirma registers Swiss GmbH and AG companies for residents and non-residents, with service fees from CHF 5,000 and full remote formation in 2–4 weeks via power of attorney. A GmbH needs CHF 20,000 minimum capital; an AG needs CHF 100,000 (CHF 50,000 paid in at registration). Every company needs one Swiss-resident director. Figures current as of September 2026.
Company formation packages and prices
SwissFirma prices company formation as fixed packages, not hourly billing. Notary and Commercial Register fees are included; only share capital and optional add-ons sit outside the package price. Prices current as of September 2026.
| Package | Price | Timeline | Includes |
|---|---|---|---|
| Basic Setup Residents / existing director | CHF 5,000 | 2 weeks | Company name check, articles of association, notarisation, Commercial Register entry, UID number |
| Standard Package Non-residents, full remote setup | CHF 15,000 | 2–3 weeks | Everything in Basic, plus nominee director (year 1), registered office in Zug or Zürich (year 1), mail scanning & forwarding, bank account coordination |
| Turnkey Solution Full compliance & accounting | CHF 25,000 | 3–4 weeks | Everything in Standard, plus VAT registration, monthly bookkeeping (year 1), quarterly VAT returns (year 1), annual financial statements |
À la carte: FINMA licensing support from CHF 50,000; crypto VASP registration CHF 10,000–20,000; holding company structuring CHF 5,000–10,000; company liquidation from CHF 3,000.
Not included in any package: share capital itself (CHF 20,000 for a GmbH, CHF 50,000 paid in of CHF 100,000 total for an AG), bank account opening fees (CHF 0–500), and annual renewal of the nominee director and registered office after year one (CHF 2,000–5,000/year). Payment terms: 50% deposit on signing, 50% on Commercial Register entry. Money-back guarantee: full refund if the company cannot be registered due to SwissFirma’s error; the bank coordination fee is refunded if account opening fails after pre-approval.
Choose a GmbH if
- You want the lower CHF 20,000 capital entry point
- You run an SME, consultancy or e-commerce business
- Public shareholder disclosure is not a concern
Choose an AG if
- You plan to raise equity or list shares later
- You need shareholder privacy in the public register (UBO is still disclosed to banks)
- You are structuring an international holding company
"After two decades of structuring Swiss entities for international clients, I've observed that successful registrations share one trait: founders who treat the process as building a legal foundation, not just ticking administrative boxes. The Swiss system rewards thoroughness—every document, every signature, every capital deposit must align with federal and cantonal regulations. Shortcuts don't exist here, but the payoff is a corporate structure that withstands scrutiny from banks, investors, and tax authorities worldwide." — Markus Pritzker, SwissFirma
Requirements to register a Swiss company
Swiss company law sets the same core requirements for every founder, resident or not. The table below is the minimum checklist; SwissFirma verifies each item before filing.
| Requirement | Detail |
|---|---|
| Swiss-resident director | At least one director or authorised signatory domiciled in Switzerland; can be fulfilled by a nominee |
| Minimum capital | CHF 20,000 fully paid (GmbH) or CHF 100,000 with CHF 50,000 paid in at registration (AG) |
| Registered office | A physical Swiss address for legal correspondence, not a PO box |
| Founding documents | Notarised Articles of Association, Stampa and Lex Friedrich declaration forms |
| Identity & KYC | Certified passport/ID copies and source-of-funds documentation for all founders and directors |
| Company name | Cleared on Zefix and including the legal form suffix (GmbH or AG) |
Can a foreigner open a company in Switzerland?
Yes. Foreign nationals can establish Swiss companies without residency or citizenship requirements. However, compliance mandates at least one director or authorised signatory with Swiss residency (permit B, C, or equivalent long-term visa). This residency rule applies universally—whether you're an EU/EFTA citizen or from a third country.
The distinction lies in work permit procedures: EU/EFTA nationals benefit from streamlined access under bilateral agreements, while third-country founders must secure cantonal approval for business visas (type D) or residence permits tied to entrepreneurial activity.
The residency requirement serves a practical purpose: Swiss authorities need a local contact for legal notices, tax correspondence, and regulatory compliance. You can fulfil this through a nominee director service, but the appointed individual must hold genuine signing authority and understand their legal responsibilities. Nominal directors who merely lend their name without involvement create liability risks and potential regulatory violations.
Can I Open a Business in Switzerland?
EU / EFTA Citizen
- Simplified work permit process.
- Swiss-resident director is still required.
Third Country National
- Business visa (D) or residence permit (C) required.
- Detailed business plan & proof of financial sufficiency.
- Swiss-resident director is mandatory.
Residency requirements and local representation
A real managing director resides in Switzerland, actively runs the company and bears legal responsibility for its decisions; a nominee director instead provides the legal address and signing authority without day-to-day involvement — a compliant solution for foreign-owned entities managed remotely. EU/EFTA citizens can obtain Swiss residency through business activity by registering the company and demonstrating viable operations; third-country nationals face stricter scrutiny and a quota-limited permit system (8,500 qualified worker permits in 2025). Practical implication: if you plan to manage the business from abroad, budget for a professional Swiss resident director service (CHF 2,500–10,000 annually); if you intend to relocate, prepare a business case showing job creation and tax contribution, not just passive investment.
Choosing between Swiss AG formation and GmbH Switzerland
The choice between AG (Aktiengesellschaft) and GmbH (Gesellschaft mit beschränkter Haftung) determines capital requirements, governance complexity, and shareholder privacy. Both structures limit liability to invested capital, but they serve different business models and growth trajectories. Understanding these differences prevents costly restructuring later.
| Criterion | GmbH (Sàrl) | AG (SA) |
|---|---|---|
| Minimum Capital | CHF 20,000 (fully paid at registration) | CHF 100,000 (minimum CHF 50,000 paid at registration) |
| Shareholder Anonymity | No—shareholders publicly registered in Commercial Register | Yes—only board members publicly listed; shareholders can remain anonymous |
| Minimum Founders | 1 person (individual or legal entity) | 1 person (individual or legal entity) |
| Governance Structure | Simplified—managing directors with signing authority | Formal—board of directors required, at least one Swiss resident |
| Audit Requirement | Optional for small companies (under CHF 20M assets, CHF 40M revenue, 250 employees) | Mandatory if thresholds exceeded or company is publicly traded |
| Ideal Use Case | SMEs, startups, family businesses, professional services | Large corporations, public companies, investor-backed ventures, holding structures |
| Share Transfer | Restricted—requires shareholder approval and notarisation | Flexible—freely transferable unless articles restrict |
The capital difference reflects intended scale: GmbH suits bootstrapped ventures and service businesses where CHF 20,000 provides sufficient operational cushion. AG targets growth-stage companies preparing for equity rounds, IPOs, or complex shareholder structures. The CHF 100,000 threshold signals institutional readiness to banks and investors.
The Swiss GmbH (LLC): ideal for SMBs
GmbH structures dominate Switzerland’s SME sector: one managing director with signing authority suffices (no board required), and the CHF 20,000 capital is accessible for consultants, e-commerce operators and professional service providers. The trade-off is transparency — the Commercial Register publicly lists all shareholders and their capital contributions, so privacy-conscious founders often choose AG instead. See the GmbH formation in Switzerland guide, or a Swiss shelf company if speed matters more than a fresh registration.
Situation: A Berlin-based SaaS founder needed a Swiss entity to access European payment processors and establish banking relationships outside Germany's restrictive fintech environment. Action: We registered a GmbH in Zug with CHF 20,000 capital, appointed a local nominee director, and opened a corporate account with a Swiss digital bank within three weeks. Result: The founder maintained full operational control from Berlin while benefiting from Switzerland's regulatory credibility and payment infrastructure access—critical for scaling B2B SaaS across EU markets.
The Swiss AG (Corp): for global scale & anonymity
AG structures suit institutional ambitions: venture capital fundraising, public listings, or complex shareholder arrangements. The CHF 100,000 capital (CHF 50,000 paid in) and a formal board with at least one Swiss-resident member signal financial substance and appeal to investors, and nominee shareholder arrangements keep ownership out of the public Commercial Register (though banks and Swiss AML law still require full beneficial-owner disclosure). Combined with Switzerland’s 98 double taxation treaties and cantonal participation exemptions, AG is the usual vehicle for international holding structures.
How to register a company and start business in Switzerland: 5 steps
Swiss company registration follows a linear sequence where each step depends on completing the previous one correctly. The process typically spans 6–10 weeks from initial consultation to operational bank account, though digital platforms and experienced service providers can compress timelines to 3–4 weeks for straightforward cases.
Step 1: name check & documents preparation
Company name selection requires uniqueness verification through Zefix, Switzerland's central business name index. The name must include the legal form suffix (GmbH or AG) and avoid misleading terms or conflicts with existing trademarks. Zefix searches are free and instant, but trademark clearance requires separate investigation through the Swiss Federal Institute of Intellectual Property.
Articles of Association (Statuten/Statuts) form the company’s constitutional document: name and registered office, business purpose, share capital and division into shares, governance structure, shareholder rights and transfer restrictions, and the fiscal year.
Draft articles must comply with Swiss Code of Obligations requirements (Art. 620 ff. for AG, Art. 772 ff. for GmbH). Errors or omissions delay Commercial Register acceptance, so professional legal review is standard practice.
Mandatory Declarations: In addition to the Articles of Association, founders must complete the Stampa Declaration Form and the Lex Friedrich Declaration Form (Lex Koller). These declarations confirm compliance with Swiss real estate and foreign ownership regulations and must be submitted with the Commercial Register application.
Step 2: capital deposit (blocked account)
Before notarisation, founders must deposit the required capital into a blocked account (Kapitaleinzahlungskonto) at a Swiss bank. For GmbH, the full CHF 20,000 must be paid; for AG, minimum CHF 50,000 (50% of CHF 100,000). The bank issues a capital deposit certificate confirming the funds are held in trust pending company registration.
Opening a blocked account requires a completed bank application, certified passport copies of all founders, the draft articles of association and proof of a Swiss registered office address.
Swiss banks apply strict KYC/AML procedures even for capital deposit accounts. Expect identity verification, source of funds documentation, and business purpose explanation. Some banks offer video identification for foreign founders, but traditional banks often require in-person meetings or notarised power of attorney.
Capital remains blocked until the Commercial Register issues the company registration certificate. After registration, the bank transfers funds to the company's operational account, typically deducting a processing fee (0.1% of capital, minimum CHF 50–250).
Step 3: public notary meeting
Swiss law mandates notarial authentication of founding documents and shareholder resolutions. The notary verifies founders' identities, confirms their understanding of legal obligations, and certifies signatures on the Articles of Association, the founding resolution appointing directors, and the capital deposit certificate acknowledgment.
If founders cannot attend in person, they may grant power of attorney to a Swiss representative. The power of attorney itself requires notarisation and apostille (for non-Swiss signatories under the Hague Convention). Remote setup is possible via a notarised and apostilled Power of Attorney. A Swiss notary authenticates signatures in person (founder or proxy). Pure video signing does not replace notarial witnessing.
Notary fees range from CHF 500–2,000 depending on capital amount and document complexity. The notary submits certified documents directly to the Commercial Register, ensuring procedural compliance.
Step 4: registration in the Commercial Register
The cantonal Commercial Register (Handelsregisteramt) reviews submitted documents for legal compliance and completeness. Registration creates the company's legal personality, assigns a unique enterprise identification number (UID), and publishes the entry in the Swiss Official Gazette of Commerce (SHAB).
Publicly accessible information includes:
- Company name and legal form
- Registered office address
- Business purpose
- Share capital amount
- Directors' names, addresses, and signing authority
- UID number and registration date
Processing time varies by canton: Zug typically completes registration within 7 working days, while busier cantons like Zurich may require 10–15 days. Incomplete submissions or legal deficiencies trigger rejection notices, requiring resubmission and extending timelines.
Registration fees depend on canton and legal form:
- GmbH: CHF 420–550
- AG: CHF 600–800
- Additional fees for amendments, signature samples, and expedited processing
Step 5: VAT registration & social security
Companies with annual turnover exceeding CHF 100,000 must register for VAT (Mehrwertsteuer/TVA) with the Federal Tax Administration (FTA). The standard rate is 8.1% (2025), with reduced rates for specific goods and services. Registration triggers quarterly VAT return obligations, with 60-day filing deadlines after each quarter.
Employers must register with the cantonal compensation office for social insurance contributions (AHV/IV/EO):
- AHV (Old Age and Survivors' Insurance): 5.3% employer + 5.3% employee
- IV (Disability Insurance): included in AHV rate
- EO (Income Compensation): included in AHV rate
- Unemployment Insurance (ALV): 1.1% employer + 1.1% employee (on salaries up to CHF 148,200)
Registration requires employee data submission and monthly contribution payments. Non-compliance triggers penalties and interest charges.
Post-Incorporation Checklist: After registration, companies must complete several mandatory steps:
- Register for social security (AHV/AVS)
- Enrol employees in a pension fund (BVG/LPP)
- Obtain accident insurance (UVG/LAA)
- Register for VAT if annual turnover exceeds CHF 100,000
- Maintain accounting records for 10 years
- Appoint an auditor if you employ more than 10 full-time staff
The role of the Commercial Register in Switzerland
The Commercial Register is Switzerland’s authoritative record of legal entities. Entry creates legal personality — without it, a company cannot enter contracts, own property, or sue in its own name — and grants nationwide name protection, third-party reliance on published data, and bankruptcy eligibility. Each of the 26 cantons runs its own register office under federal law (Swiss Code of Obligations Art. 927 ff.), consolidated nationally through Zefix. Director appointments, address changes and capital increases must be reported within 3 months; failure triggers fines of CHF 100–5,000 and potential criminal sanctions for directors.
Company Extract: SwissFirma AG
CHE-123.456.789- UID Number
- CHE-123.456.789
- Registered Office
- Bahnhofstrasse 1, 6300 Zug, Switzerland
- Business Purpose
- To provide corporate and legal advisory services...
- Directors & Signing Authority
- Markus Pritzker (President), Jane Doe (Director, Swiss Resident)
- Share Capital
- CHF 100,000 (CHF 50,000 paid-in)
Unique enterprise identifier for all Swiss authorities.
Legal domicile for service of process and official correspondence.
Broadly defined to allow operational flexibility.
Publicly visible; at least one must be a Swiss resident.
Confirmed by bank certificate upon registration.
Switzerland business setup cost breakdown
Understanding total incorporation costs prevents budget surprises and enables accurate financial planning. Costs divide into one-time registration expenses and recurring annual obligations.
| Cost Category | GmbH | AG | Notes |
|---|---|---|---|
| Notary Fees | CHF 500–1,500 | CHF 1,000–2,500 | Varies by capital amount and document complexity |
| Commercial Register Fee | CHF 420–550 | CHF 600–800 | Canton-specific; includes publication in SHAB |
| Capital Deposit | CHF 20,000 | CHF 50,000–100,000 | Minimum required; remains company asset |
| Bank Account Opening | CHF 0–500 | CHF 0–500 | Some banks waive fees; others charge setup costs |
| Legal/Administrative Support | CHF 1,500–3,000 | CHF 2,500–5,000 | Professional service provider fees for document preparation and filing |
| Total Initial Cost | CHF 22,420–25,550 | CHF 54,100–108,800 | Excluding capital, which remains in company |
These figures reflect standard registrations without complications. Complex structures—multiple share classes, shareholder agreements, IP transfers—increase legal fees proportionally.
Hidden costs & annual maintenance
Post-registration expenses often exceed founders’ initial estimates:
| Item | Annual cost | Notes |
|---|---|---|
| Registered office | CHF 740–900 | Mail forwarding and administrative support included |
| Swiss-resident director | CHF 2,500–10,000 | CHF 2,500–4,000 for basic compliance; up to CHF 10,000 for active banking/contract involvement |
| Accounting & bookkeeping | CHF 2,000–8,000 | Or CHF 120–280/hour; higher for high transaction volumes |
| Statutory audit (if required) | CHF 3,000–10,000 | Required above CHF 20M assets / CHF 40M revenue / 250 employees |
| Corporate tax | 11.9%–21.6% effective | Federal 8.5% plus cantonal/municipal 3.5%–13%, by location |
Situation: A London-based e-commerce company projected CHF 25,000 in setup costs for a Zug GmbH but overlooked annual maintenance. Action: We provided a five-year cost model showing CHF 8,000–12,000 in recurring expenses (domicile, nominee director, accounting, VAT compliance). Result: The founder adjusted pricing strategy and cash flow projections, avoiding liquidity stress in year two when annual costs exceeded initial estimates.
Taxation system: what investors need to know
Federal vs. cantonal tax rates
Switzerland's three-tier tax system—federal, cantonal, municipal—creates geographic arbitrage opportunities. Federal corporate income tax is fixed at 8.5% on net profit (approximately 7.83% on profit before tax). Cantonal and municipal taxes vary significantly, producing combined effective rates between 11.9% (Zug) and 21.6% (Geneva) as of 2025.
Low-tax cantons such as Zug (11.85%, popular for holding and trading entities) and Lucerne (12.32%) attract international businesses through competitive rates. Higher-tax cantons such as Geneva (14.70%) and Zurich (19.60%) offset this with deeper talent pools and industry clusters — see the full breakdown below.
The rate differential creates planning opportunities: a company earning CHF 1 million profit pays CHF 118,500 in Zug versus CHF 147,000 in Geneva—a CHF 28,500 annual difference. Over a decade, this compounds to nearly CHF 285,000 in tax savings, justifying relocation costs for established businesses.
Swiss Corporate Tax Rates by Canton, 2025
- Zug, Lucerne, Nidwalden, Schaffhausen
- Uri, Schwyz, Obwalden, Appenzell
- Zurich, Bern, Aargau, St. Gallen
- Geneva, Vaud, Basel-Stadt, Neuchâtel
Double taxation treaties (DTT)
Switzerland maintains 98 double taxation treaties. They cut the standard 35% withholding tax on dividends to 0%–15% for qualifying recipients (for example, 0% to Cypriot holding companies meeting substance requirements); combine with cantonal participation exemptions (10%+ ownership, 12-month holding period) for tax-neutral dividend repatriation; and define when foreign activity creates a taxable permanent establishment. Automatic information exchange applies (CRS since 2018, CARF for crypto assets since November 2024). Substance requirements have tightened: treaty benefits now require genuine local business activity, decision-making and staffing, not just a registered address.
Banking & compliance for foreign-owned companies
Challenges in opening corporate accounts
Opening a Swiss bank account for non-residents is the step most likely to delay a formation. Swiss banks apply rigorous KYC/AML procedures that frustrate foreign founders unprepared for documentation requirements and processing timelines. The 2025 banking environment reflects heightened regulatory scrutiny following FINMA enforcement actions and international pressure on financial transparency.
Banks most often reject applications for incomplete source-of-funds evidence, an unclear business model, complex ownership structures with no economic rationale, links to high-risk jurisdictions, or crypto-related activity without a compliance framework. Prepare a complete dossier before applying:
- Certified company registration documents, Articles of Association and shareholder register
- Directors’ and beneficial owners’ identity documents and tax residency certificates
- Business plan with revenue projections, plus 3 years of tax returns and bank statements evidencing source of funds
- Explanation of business relationships, transaction patterns and any large one-off inflows
Processing runs 2–3 weeks for straightforward cases at traditional banks (UBS, Credit Suisse), which add video interviews and enhanced due diligence for politically exposed persons or high-risk industries. Fintech alternatives (Revolut Business, Wise) onboard faster via automated KYC but impose transaction limits and lack multi-currency treasury services.
When Swiss company formation does not fit
Swiss GmbH or AG registration is not the right structure for every founder. It does not apply, or is not worth the cost, in these cases:
- Solo freelancers or consultants with modest turnover: a foreign sole-trader status or employer-of-record arrangement is usually cheaper than CHF 20,000+ locked-up capital plus a nominee director.
- Businesses needing automatic EU single-market access: Switzerland sits outside the EU/EEA. A Swiss company does not by itself grant passporting rights to sell regulated financial or insurance services across the EU.
- Founders seeking full ownership anonymity: AG shareholder privacy applies only to the public Commercial Register. Banks and Swiss anti-money-laundering rules still require full beneficial-owner disclosure.
- Foreign-controlled property purchases: Lex Koller restricts non-Swiss-controlled companies from buying Swiss residential real estate; forming a company does not remove this restriction.
- Short trial ventures: for a market test lasting only a few months, a distributor or reseller agreement is faster and cheaper than a CHF 5,000+, 2–4 week incorporation.
SwissFirma vs registering the company yourself
Self-filing saves the service fee but shifts every failure point onto the founder. The decision comes down to whether you already have a genuinely engaged Swiss-resident director and are comfortable working through cantonal paperwork in German or French.
Doing it yourself
- No service fee, but you need a Swiss-resident director already in place
- You handle the notary, Zefix search and Commercial Register filing directly, often in German or French
- Cost of error: notary and registration fees (CHF 920–1,350 combined) are not refunded on a rejected filing, and a rejection adds 2–4 weeks
Using SwissFirma
- Fixed fee from CHF 5,000 includes the nominee director non-residents usually lack
- Pre-vetted notary and bank relationships shorten the KYC and account-opening stage
- Money-back guarantee if registration fails due to SwissFirma’s error
Official sources
- Swiss Code of Obligations (OR/CO) — statutory basis for GmbH and AG formation
- Zefix — the federal Central Business Names Index and company search
- Federal Tax Administration (ESTV/FTA) — VAT registration and corporate tax guidance
- AHV/IV — social insurance registration for employers
- SECO — work and residence permit rules for foreign founders
Related formation guides
Get professional help with Swiss company registration
Swiss company formation rewards preparation and precision. The regulatory framework is transparent but unforgiving of errors—incomplete documentation, missed deadlines, or non-compliant structures create delays and additional costs. Professional guidance ensures first-time success and positions your company for long-term compliance.
For entrepreneurs looking to understand why start a company in Switzerland, our full guide explores the jurisdiction's unique advantages and strategic benefits.
SwissFirma provides end-to-end company formation services for international entrepreneurs:
- Legal structure consultation and canton selection
- Document preparation and notarisation coordination
- Commercial Register filing and publication
- Swiss-resident director services
- Bank account opening support
- VAT and social insurance registration
- Ongoing compliance and accounting
Disclaimer: All content on this website is provided for information purposes only and does not constitute legal, tax, or financial advice. Swiss company formation requirements and tax regulations change periodically. We accept no responsibility for any loss or damage arising from reliance on this information. Consult qualified legal and tax professionals before making business decisions.
Contact us
If you would like a personal meeting with a lawyer at one of our offices, please use the contact form to specify your case
View service packages from CHF 5,000 →Company formation in Switzerland: FAQ
How long does the entire process take?
With SwissFirma: 2–4 weeks from signing to an active company with a UID number, since notary, bank and Commercial Register relationships are already in place (as of September 2026). Self-filed without assistance, the same process typically takes 6–10 weeks, mainly because founders without an existing Swiss-resident director must first secure one. This includes:
- Name reservation, document preparation and capital deposit
- Notarisation and Commercial Register filing
- Registration approval and publication in SHAB
- Bank account opening and VAT registration, which can run partly in parallel
Complex structures—multiple shareholders, IP transfers, holding arrangements—extend either path by a further 2–4 weeks.
Is it possible to register a company remotely?
Yes, through power of attorney arrangements. Founders can:
- Sign documents remotely with notarisation and apostille in their home country
- Grant power of attorney to a Swiss representative for Commercial Register filing
- Complete capital deposit via international wire transfer
- Conduct bank account opening via video identification (bank-dependent)
However, some steps benefit from in-person presence:
- Initial bank meetings for relationship establishment
- Complex shareholder agreements requiring negotiation
- Cantonal authority meetings for residence permit applications
Most foreign founders visit Switzerland once during the process—typically for notarisation and bank account opening—then manage operations remotely with local director support.
Do I need a physical office in Switzerland?
Yes, all Swiss companies must have a registered address in Switzerland. This must be a physical office, not a virtual or postal-only address. The registered office serves as the legal domicile for official correspondence and must be a location where the company can be reached. SwissFirma’s Standard and Turnkey packages include a registered office in Zug or Zürich for the first year, with mail scanning and forwarding, so non-resident founders do not need to lease Swiss premises.
What ongoing compliance obligations exist after registration?
After registration, companies must maintain accounting records for 10 years, file annual financial statements, register for VAT if turnover exceeds CHF 100,000, contribute to social insurance schemes (AHV/IV/EO), and update the Commercial Register within 3 months of any changes to directors, address, or share capital. Companies exceeding size thresholds must appoint statutory auditors and submit audited accounts annually.
Can I convert a GmbH to an AG later?
Yes, Swiss law permits conversion (Umwandlung) from GmbH to AG without liquidating the company. The process requires shareholder approval (typically unanimous for GmbH), capital increase to meet AG minimum (CHF 100,000), notarial authentication of conversion documents, and Commercial Register filing. The company retains its UID number, tax identification, contractual relationships, and operational continuity throughout conversion. Timeline: 6–10 weeks for the conversion itself — separate from, and typically slower than, initial formation because it requires a fresh capital increase and shareholder approval. Costs: CHF 2,000–5,000 for legal fees plus notary and registration charges. This option suits companies that outgrow GmbH structure or seek institutional investment requiring AG's enhanced credibility and shareholder flexibility.
What are the risks of using a nominee director?
Nominee directors provide compliance with Swiss residency requirements but create governance and liability considerations. The nominee holds legal signing authority and appears publicly in the Commercial Register, making them legally responsible for corporate actions, regulatory filings, and tax compliance. If the nominee signs documents without understanding their content or approves transactions that violate Swiss law, they face personal liability including criminal sanctions for fraud, embezzlement, or bankruptcy offences. For foreign shareholders, risks include loss of operational control if disputes arise and potential banking complications if institutions require active director involvement in account management. Mitigation: use reputable fiduciary services with professional indemnity insurance, clearly define authority limits in internal guidelines, and maintain transparent communication channels. Costs reflect risk: professional nominees charge CHF 6,000–10,000 annually for active involvement with full liability coverage.
31.12.2025
Cybercrime in Switzerland: a guide to protection, response and reporting for business
Read Moreabout Cybercrime in Switzerland: a guide to protection, response and reporting for business
31.12.2025
Company formation in Switzerland: GmbH or AG for foreign owners
Read Moreabout Company formation in Switzerland: GmbH or AG for foreign owners
