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GmbH and AG Corporate Practice

Multinationals running Swiss operating subsidiaries, holding entities and IP-holding structures rely on WVT for board governance, capital changes, shareholder resolutions, intercompany agreements and Swiss-law M&A execution. Our attorneys handle the documentation in English with cantonal filings managed locally. The 2023 Swiss corporate law reform changed share capital rules, board flexibility and gender-balance disclosure for listed companies. WVT advises on each of these touchpoints as part of standard governance work, including transparency-register updates under LETA.

Our expertise

Swiss corporate law combines federal Code of Obligations rules with cantonal commercial register practice and a tax framework negotiated case-by-case with cantonal administrations. WVT’s attorneys and tax advisors cover legal execution, governance and Swiss tax structuring in parallel for international clients using GmbH, AG and Swiss branch structures.

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Post-Reform Governance and Filings

Listed and large-cap groups operating Swiss subsidiaries face new obligations on capital flexibility, virtual general meetings, gender-balance reporting and beneficial-ownership transparency. Our attorneys draft and file the constitutional amendments and register entries each engagement requires. WVT also advises on the practical interaction between Swiss corporate-law reform, EU substance rules under ATAD 3, and Pillar Two reporting where the group sits across multiple jurisdictions. This integrated review is rarely available from single-jurisdiction firms.

FAQ's

Do I need a Swiss corporate lawyer to set up a GmbH or AG?

Incorporation runs through a Swiss notary and the cantonal commercial register, not a corporate lawyer directly. Constitutional drafting, shareholder agreements, board structure and group integration almost always require corporate-law advice the notary will not provide. WVT typically handles documentation, coordinates with the notary and the register, and continues advising on governance, transactions and reform-driven updates as the entity trades.

What does a Swiss corporate law firm typically handle for international clients?

Standard Swiss corporate law work for international clients covers M&A execution under the Merger Act, board and shareholder governance, intercompany transactions, transparency-register filings under LETA, Swiss listed-company obligations, and the legal side of cantonal tax ruling work. WVT also advises on Swiss-law commercial contracts, distribution agreements and shareholder dispute resolution before cantonal commercial courts.

What is the minimum share capital for a Swiss AG and GmbH?

Swiss AG entities require minimum share capital of CHF 100,000, with at least CHF 50,000 paid up at incorporation. Swiss GmbH entities require minimum share capital of CHF 20,000, fully paid up. The 2023 reform introduced the option of denominating share capital in foreign currencies including USD, EUR and GBP, which WVT regularly uses for international clients to align with their group reporting currency.

Can WVT advise in English and coordinate with our US or EU counsel?

WVT operates in English. Our attorneys and tax advisors coordinate routinely with US, Canadian, UK, German and Asian counsel on Swiss subsidiary matters, transatlantic transactions and cross-border holding restructurings. Documentation, board materials, ruling submissions and tax memoranda are produced in English, with German, French or Italian translations handled where cantonal practice or counterparties require them.

How has the 2023 Swiss corporate law reform affected international groups?

The reform introduced capital-band flexibility, virtual general meetings, gender-balance reporting for listed companies, and stronger shareholder rights. Combined with the LETA transparency register, these changes have generated material constitutional update work for international groups. WVT advises on the practical sequencing of these updates alongside ATAD 3 substance reviews and Pillar Two filings, where most international clients now face overlapping obligations.