New Incorporation vs. Shelf Company
Before committing to fresh incorporation, it is worth assessing whether a ready-made Swiss AG or ready-made Swiss GmbH meets your objectives. Both routes produce a legitimate Swiss entity with a Commercial Register entry and UID number; the differences are speed, flexibility, and cost structure.
| Factor | New Incorporation | Shelf Company |
|---|---|---|
| Time to operational entity | 4-7 weeks | 2-4 weeks |
| Capital structure | Fully bespoke | Inherited; amendments add time |
| Liability history | Zero - clean slate | Full due diligence required |
| Articles of association | Drafted to exact requirements | Standard template; amendment if needed |
| Two-stage CR filing | Mandatory (both stages) | Not required for transfer |
| Cost excluding capital | CHF 5,600-10,300 (AG) | CHF 5,000-15,000+ (includes premium) |
| Recommended when | Bespoke governance, specific share classes, specific canton needed | Speed is paramount, standard structure acceptable |
Choosing the Right Legal Form: AG or GmbH
The Swiss AG (Aktiengesellschaft)
The AG is Switzerland's flagship corporate form, governed by OR Art. 620-763. It is the standard vehicle for international investors, holding structures, capital-markets-track companies, and businesses where shareholder privacy is important (quota-holders are not published in the register for an AG). The AG may issue multiple share classes -- registered shares, preference shares, and profit-sharing certificates -- and since the 2023 corporate law reform may deploy a capital band (Kapitalband) allowing the board to adjust capital within a 50% range without repeated general meeting resolutions.
The Swiss GmbH (Gesellschaft mit beschrankter Haftung)
The GmbH is governed by OR Art. 772-827 and is the preferred vehicle for owner-managed SMEs and professional service firms. Minimum share capital is CHF 20,000, fully paid at formation. All quota-holders are named publicly in the Commercial Register, which reduces privacy but simplifies governance for smaller ownership groups. Share transfer requires approval by a partners' general meeting (OR Art. 785), making the GmbH structurally more suitable for tightly held businesses than the AG.
| Feature | AG | GmbH |
|---|---|---|
| Legal basis | OR Art. 620-763 | OR Art. 772-827 |
| Minimum share capital | CHF 100,000 nominal | CHF 20,000 (fully paid) |
| Paid-up at formation | CHF 50,000 (OR Art. 632) | CHF 20,000 in full (OR Art. 777c) |
| Shareholder identity in register | Not published | All quota-holders named publicly |
| Share transferability | Freely transferable (OR Art. 684) | Requires partners' meeting approval (OR Art. 785) |
| Resident director required | Yes -- OR Art. 718 para. 4 | Yes -- OR Art. 814 para. 3 |
| Typical use | Holding structures, international investors, capital markets | Owner-managed SMEs, professional services |
| Foreign currency capital | EUR, USD, GBP, JPY (since 2023) | EUR, USD, GBP, JPY (since 2023) |
Swiss Company Formation Requirements
Articles of Association (Statuten)
Every AG and GmbH must have articles of association (Statuten) specifying the company name, registered seat, purpose clause, share capital, share structure (AG) or quota structure (GmbH), governance rules, and signatory authority. For an AG, mandatory provisions are listed in OR Art. 626-627; for a GmbH, OR Art. 776-776a. The articles are authenticated in the notarised deed and form part of the public Commercial Register record.
Notarisation (Mandatory for Both AG and GmbH)
The deed of incorporation must be executed as a public deed (offentliche Urkunde) before a qualified Swiss notary public under cantonal notarial law (OR Art. 629 for AG; OR Art. 779 for GmbH). This requirement cannot be waived. The notary verifies identity documents, confirms capital payment from the escrow account, records the founding resolution and director appointments, and issues the authenticated deed.
Swiss-Resident Director or Officer
Every Swiss AG must have at least one board member or authorised signatory domiciled in Switzerland with sole or joint signature authority (OR Art. 718 para. 4). For a GmbH, at least one managing director must be Swiss-domiciled (OR Art. 814 para. 3). This requirement has applied since 1 July 2015. Foreign founders who do not have a Swiss-resident person available may engage a professional Swiss nominee director service.
Registered Office Address
A registered office in Switzerland is mandatory (OR Art. 626 no. 1 for AG; OR Art. 776 no. 1 for GmbH). The address determines the applicable cantonal law, tax jurisdiction, and court of first instance. Professional domiciliation services are widely used and legally accepted, provided the address allows genuine postal contact and the cantonal register does not flag it as non-compliant. PO boxes alone do not satisfy this requirement.
Step-by-Step Formation Process (2026)
The following sequence applies under the Commercial Register Ordinance (HRegV, SR 221.411) as amended effective 1 January 2025.
- 1Name search and engagement: Run a name-availability check on zefix.ch and confirm that the proposed name is distinctive and not misleading (OR Art. 944-956). Engage a Swiss-qualified lawyer or fiduciary at this stage to confirm canton of domicile and purpose wording.
- 2Draft articles of association: Prepare the Statuten covering company name, registered seat, purpose, share capital, governance rules, and signatory authority. Simpler articles reduce notary time and cost; complex provisions (multiple share classes, drag-along, capital band) attract document-complexity uplifts.
- 3Open capital escrow account (Sperrkonto): Deposit the required capital at a Swiss bank before notarisation. AG minimum: CHF 50,000 (or foreign-currency equivalent at the deposit date). GmbH: CHF 20,000 in full. The bank issues a Kapitaleinzahlungsbestatigung confirming payment. Bank escrow fee: CHF 100-200.
- 4Public deed before notary (Offentliche Beurkundung): The notary authenticates the deed of incorporation, the Statuten, and the founders' declarations. Identity documents are verified; the capital payment confirmation is incorporated. Director appointments and signatory authority designations are recorded. Notary fee: CHF 800-2,500 depending on canton and document complexity.
- 5Two-stage Commercial Register filing (post-1 January 2025): Stage 1 registers the board of directors, registered office, and signatory authority; the registrar issues a provisional UID. Stage 2 registers the company name and purpose clause. Total registration fees: CHF 700-1,600; the inter-stage gap adds approximately one to two weeks.
- 6SHAB/ZEFIX publication: On registration completion, the entry is published in the Schweizerisches Handelsamtsblatt (SHAB) and becomes visible on zefix.ch. The company acquires legal personality at the moment of registration (OR Art. 643 for AG; OR Art. 779c for GmbH). The UID becomes the company's permanent identifier.
- 7Operational bank account: With the Commercial Register extract and UID, open an operating bank account. The Sperrkonto capital is released once registration is confirmed. Swiss banks require: register extract, Statuten, beneficial ownership evidence (GwG), and identity documents of directors. KYC for foreign-owned entities typically takes 2-4 weeks.
| Phase | New AG/GmbH | Shelf Company Transfer |
|---|---|---|
| Name clearance and engagement | 2-3 days | N/A |
| Statuten drafting | 3-7 days | Amendment drafting: 3-7 days (if needed) |
| Capital escrow opening | 3-7 days (bank KYC) | Not required |
| Notarisation appointment | 3-5 days | 1-3 days (transfer deed only) |
| Stage 1 CR filing and review | 5-10 business days | Not applicable |
| Stage 2 CR filing and review | 5-10 business days | 5-10 days (if post-transfer amendments filed) |
| Bank account opening | 2-4 weeks (KYC-dependent) | 2-4 weeks |
| Total to operational entity | 4-7 weeks | 2-4 weeks |
Choosing the Right Canton
The canton of registration determines the applicable cantonal corporate income tax (CIT) rate, capital tax, and the cantonal commercial register office that processes filings. The effective combined rate (federal + cantonal + communal, after tax-on-tax deduction) varies significantly.
| Canton | Effective CIT (2025) | Capital Tax | Notes |
|---|---|---|---|
| Zug (City of Zug) | 11.8% | 0.07% | Lowest major-city rate; Baar also 11.8% |
| Schwyz (Wollerau) | 11.8% | 0.01% | Ultra-low capital tax; popular for holdings |
| Lucerne (city) | 11.9% | 0.08% | Meggen municipality: 11.1% |
| Nidwalden | ~12.0% | Low | Competitive for substance operations |
| Geneva (city) | ~14.0% | Moderate | Prestige; larger international talent pool |
| Zurich (city) | 19.6% | 0.17% | Kilchberg 17.3%; premium for capital market access |
OECD Pillar Two (effective 1 January 2024): Switzerland enacted the domestic qualified minimum top-up tax (QDMTT) for MNE groups with EUR 750M+ in annual revenue. For in-scope groups, cantonal rate competition is overridden and the effective rate floors at 15%.
Formation Costs (2026)
| Cost item | AG | GmbH |
|---|---|---|
| Notary fee | CHF 1,200-2,500 | CHF 800-1,500 |
| Commercial Register (Stage 1 + Stage 2) | CHF 800-1,600 | CHF 700-1,400 |
| Capital escrow bank fee | CHF 100-200 | CHF 100-200 |
| CR extract | CHF 17 | CHF 17 |
| Federal stamp duty (if capital up to CHF 1M) | Exempt | Exempt |
| Legal / fiduciary all-inclusive package | CHF 3,500-6,000 | CHF 2,500-4,500 |
| Total (excl. capital deposit) | CHF 5,600-10,300 | CHF 4,100-7,600 |
The capital deposit (CHF 50,000 minimum for AG; CHF 20,000 for GmbH) is held in escrow and released to the company's operating account upon registration. It is not a sunk cost -- it forms the company's working capital and may be deployed immediately.
After Formation: Next Steps
A registered company immediately has ongoing compliance obligations:
- VAT registration: Swiss VAT (MWST) at 8.1% standard rate is mandatory once annual worldwide taxable turnover reaches CHF 100,000 (MWSTG). Voluntary registration below the threshold is available. Register with the Federal Tax Administration (ESTV) before the first taxable supply.
- AHV/social insurance: Employers must register with the cantonal AHV compensation fund as soon as payroll begins.
- Annual accounts: All companies registered in the Commercial Register must keep accrual accounts under OR Art. 957, regardless of size.
- Audit or opting-out: Small companies below the large-company thresholds may opt out of the limited statutory examination (OR Art. 727a), provided all shareholders consent. The January 2025 reform requires a prospective consent mechanism.
- Corporate income tax return: Filed with the cantonal tax authority in the canton of registration. First return is due after the first full or partial financial year.
Frequently Asked Questions
What is the minimum capital to form a Swiss AG?
A Swiss AG requires minimum share capital of CHF 100,000 (OR Art. 621), of which at least CHF 50,000 must be paid up at formation (OR Art. 632). Since 1 January 2023, the capital may alternatively be denominated in EUR, USD, GBP, or JPY at the exchange rate applicable on the deposit date.
Do I need to be present in Switzerland to form a company?
No. Founders may be any nationality and do not need to be present in Switzerland. The notarisation step requires either physical presence or a notarised and apostilled power of attorney authorising a Swiss-based representative to sign on the founder's behalf. The Swiss-resident director requirement (OR Art. 718 para. 4 / Art. 814 para. 3) is a separate obligation.
How long does Swiss company formation take?
Typically 4 to 7 weeks from engagement to a registered company with a UID. The two-stage Commercial Register filing (mandatory since 1 January 2025) adds approximately one to two weeks. Bank account opening (2 to 4 weeks for KYC) runs in parallel and is typically the longest phase regardless of incorporation route.
Can a non-Swiss resident be a director of a Swiss AG?
Yes, but at least one board member or authorised signatory must be domiciled in Switzerland (OR Art. 718 para. 4). Foreign residents may form any portion of the board, including a majority, provided this requirement is satisfied. A professional nominee director service can provide the required Swiss-resident director.
Is a shelf company faster than fresh formation?
Yes. A Swiss shelf company (already registered and kept dormant) can be transferred to a new owner in 2 to 4 weeks, compared with 4 to 7 weeks for fresh incorporation. The formation steps, escrow deposit, and two-stage register filing are not required for a shelf company transfer.
What does Swiss company formation cost in total?
Excluding the capital deposit, formation costs range from CHF 5,600 to CHF 10,300 for an AG and CHF 4,100 to CHF 7,600 for a GmbH. The capital deposit (CHF 50,000 minimum for AG; CHF 20,000 for GmbH) is released to the company upon registration and forms its working capital.