Full Comparison: Swiss AG vs GmbH
| Feature | Swiss AG | Swiss GmbH |
|---|---|---|
| Governing law | OR Art. 620-763 | OR Art. 772-827 |
| Minimum share/quota capital | CHF 100,000 | CHF 20,000 |
| Capital payment at formation | Min 50% (CHF 50,000); remainder on call | 100% paid in at formation (Art. 777c OR) |
| Shelf company capital | CHF 100,000 fully paid-up (market standard) | CHF 20,000 fully paid-up |
| Shareholders in public register | No | Yes (Art. 787 OR): name, domicile, quota amount |
| Visible in ZEFIX | Directors only | All quota holders (free public search) |
| Share/quota transfer | Written agreement; no notarisation | Mandatory notarial public deed (Art. 785 OR) |
| Share type | Registered shares (Namenaktien) only for unlisted (since 2023) | Registered quotas only; no bearer |
| Minimum shareholders / quota holders | 1 (Art. 625 OR) | 1 (Art. 775 OR) |
| Residency requirement for owners | None | None |
| Resident director/manager requirement | Yes: ≥1 director domiciled in CH, sole/joint signature (Art. 718 OR) | Yes: ≥1 managing director domiciled in CH, sole signature (Art. 804 OR) |
| Board/management body | Board of directors (Verwaltungsrat): min 1 person | Managing directors: min 1 person with sole signature in CH |
| Annual general meeting | Within 6 months of FY end (Universalversammlung permitted) | Same |
| Ordinary audit threshold | 2 of 3: CHF 20M / CHF 40M / 250 FTE | Same |
| Audit opting-out | ≤10 FTE + unanimous shareholder consent; no retroactive post Jan 2025 | Same |
| UBO declaration (Art. 697j OR) | ≥25% acquisition: within 30 days to internal register | Same |
| Listable on SIX Swiss Exchange | Yes (only Swiss form that can be publicly listed) | No |
| Foreign currency capital | Permitted since Jan 1, 2023 | Permitted since Jan 1, 2023 |
| Corporate income tax | Identical to GmbH | Identical to AG |
| Participation exemption | Yes (Art. 69-70 DBG) | Yes (Art. 69-70 DBG) |
| "AG" / "GmbH" suffix mandatory | Yes | Yes (Art. 950 OR) |
| Conversion to other form | GmbH → AG via FusG (requires capital top-up) | GmbH → AG via FusG |
Shareholder Privacy: The Decisive Difference
For international buyers and holding structures, the privacy difference is typically the deciding factor.
An AG's shareholders are not listed in the public Commercial Register or ZEFIX. The only publicly visible persons are directors and authorised signatories. An internal share register (Aktienbuch) exists but is a private corporate document not lodged with any authority.
A GmbH's quota holders are publicly disclosed by name, domicile, and quota amount under Art. 787 OR. This information is searchable on zefix.ch at no charge and is reproduced in commercial databases across Europe. There is no statutory mechanism to exclude this disclosure, and nominee quota holder arrangements do not achieve meaningful anonymity due to the Art. 697j OR beneficial ownership requirement.
Decision rule: if shareholder confidentiality matters for any reason (publicly prominent ownership, regulatory constraints, counterparty sensitivity), choose the AG.
Transfer Mechanics: Notarisation vs Written SPA
For shelf company buyers, the transfer mechanics directly affect cost and speed.
An AG share transfer requires a written share purchase agreement and an internal share register update. No notarisation is required for the SPA itself. Structural changes (name, purpose, board) require a separate notarial act, but the underlying share transfer does not.
A GmbH quota transfer requires a public deed (öffentliche Beurkundung) before a Swiss notary under Art. 785 OR. This is mandatory for every disposition of quotas and cannot be waived. A transfer not in this form is legally void. This adds a notary scheduling step and additional cost (CHF 700-1,500 for the transfer deed alone) relative to an AG acquisition.
Capital Comparison
The minimum capital difference is significant in absolute terms:
| AG | GmbH | |
|---|---|---|
| Minimum statutory capital | CHF 100,000 | CHF 20,000 |
| Minimum paid-in at formation | CHF 50,000 (50%) | CHF 20,000 (100%) |
| Shelf company standard | CHF 100,000 fully paid | CHF 20,000 fully paid |
| Capital locked in company | CHF 100,000 (transfers with shares) | CHF 20,000 (transfers with quotas) |
For holding structures, the larger AG capital base is an advantage: more equity absorbs the participation exemption calculation base. For smaller operational businesses, the GmbH's CHF 20,000 minimum reduces the capital committed to the entity.
Tax Treatment: Identical for Both Forms
Swiss corporate income tax law makes no distinction between AG and GmbH. Both are subject to the same federal, cantonal, and communal rates. The participation exemption (Art. 69-70 DBG) applies to both forms on identical qualifying thresholds (10% or more of share/quota capital, or CHF 1 million or more cost basis). Capital tax rates are the same for both forms within a given canton.
| Canton / Location | Combined Effective CIT (AG + GmbH) |
|---|---|
| Zug (city / Baar) | ~11.8% |
| Wollerau / Feusisberg (Schwyz) | ~11.8% |
| Meggen (Lucerne) | ~11.1% |
| City of Zurich | ~19.6% |
| Federal rate (all cantons) | 8.5% statutory / 7.83% effective |
Which Form for Which Use Case?
| Use Case | Recommended Form | Reason |
|---|---|---|
| International holding / sub-holding | AG | Shareholder privacy; free share transfer; DTT network; SIX eligibility |
| PE / fund acquisition vehicle | AG | Multiple share classes possible; block transfer without notarisation |
| IP holding | AG (Zug/Schwyz) | Patent box available; 11.8% CIT; privacy for IP-owning group |
| Family office / wealth vehicle | AG | Non-public shareholding; participation exemption; flexible share structure |
| Operational subsidiary (domestic) | GmbH | Lower capital; simpler governance; circular resolutions permitted |
| SME owner-managed business | GmbH | CHF 20,000 capital; established local business form; known to Swiss counterparties |
| Time-critical acquisition | Shelf AG preferred | Written SPA only; faster transfer; no transfer deed notarisation |
For Shelf Company Buyers: Key Decision Points
If you are acquiring a shelf company (not incorporating fresh), three questions determine the right form:
- Does shareholder privacy matter? If yes, the AG is the only option: the GmbH lists all quota holders publicly and there is no effective workaround.
- Does the CHF 80,000 capital difference matter? Both shelf AGs (CHF 100k) and shelf GmbHs (CHF 20k) carry that capital inside the company on acquisition. The AG's larger capital base is sunk cost if it serves no holding or commercial purpose.
- Does transfer speed matter? The AG transfers faster: no notarisation required for the SPA. GmbH transfer requires a notary appointment for the quota deed, adding 3-7 business days depending on canton scheduling.