Bedrijf oprichten in Zwitserland: GmbH en AG

Home > Bedrijf oprichten in Europa & de VS. > Bedrijf oprichten in Zwitserland

Een Zwitserse GmbH of AG oprichten: het volledige proces

Zürich, Zug en Genève bieden elk eigen voordelen op het gebied van effectief belastingtarief, regelgevingsklimaat en nabijheid van financiële infrastructuur. De advocaten van WVT adviseren over de keuze van het kanton van vestiging vóórdat er ook maar één document wordt opgesteld — een beslissing die de fiscale positie van de entiteit gedurende haar hele bestaan beïnvloedt. Ons oprichtingswerk omvat het opstellen van de statuten, de notariële bekrachtiging, het coördineren van de kapitaalstorting bij Zwitserse banken en de inschrijving in het kantonnale handelsregister. WVT bewaakt de volledige planning, van opdracht tot inschrijving.

Onze expertise

De advocaten en belastingadviseurs van WVT adviseren internationale ondernemingen, Noord-Amerikaanse multinationals en buitenlandse oprichters over het oprichten van Zwitserse entiteiten, de ondernemingsstructurering en de doorlopende compliance. Ons werk omvat GmbH- en AG-oprichtingen, bijkantoorregistraties, houdsterstructuren en fiscale aangiften na oprichting in alle grote Zwitserse kantons.

Vertrouwd door Fortune 500-ondernemingen wereldwijd

Keuze van rechtsvorm, bestuurderseisen en bankzaken

De keuze tussen een GmbH en een AG hangt af van de kapitaaldrempels, de governancevoorkeuren en de toekomstige financieringsplannen. Een GmbH vereist CHF 20.000 aan gestort kapitaal en past bij besloten structuren; een AG vereist CHF 100.000 en is het favoriete vehikel wanneer externe investeringen of een gereguleerde activiteit worden verwacht. De Zwitserse wet vereist ten minste één bestuurder die in Zwitserland woont en zelfstandig tekeningsbevoegd is. WVT regelt een gekwalificeerde ingezeten bestuurder en introducties bij banken na de oprichting als onderdeel van de opdracht.

Veelgestelde vragen

What is the difference between a Swiss GmbH and an AG?

A GmbH (Gesellschaft mit beschränkter Haftung) is a private limited liability company typically favoured by small to medium-sized businesses and closely held ventures. All shareholders are listed in the commercial register, meaning ownership is publicly visible to anyone who performs a search. This transparency can be a drawback for founders who value privacy.

An AG (Aktiengesellschaft) is a joint-stock company designed for larger businesses or those that plan to attract external investors. Ownership is represented by shares, and depending on how those shares are structured — whether bearer or registered — shareholders may remain anonymous. The AG framework is more formal, more scalable, and widely recognised in international business contexts, making it the preferred choice for companies with growth ambitions or complex ownership arrangements.

What are the minimum capital requirements?

The minimum share capital differs significantly between the two structures, and this is often a deciding factor for founders.

For a GmbH, the minimum capital is CHF 20,000, and this entire amount must be fully paid in at the time of incorporation. There is no option to defer payment. This lower threshold makes the GmbH more accessible for entrepreneurs who are working with limited initial funds.

For an AG, the minimum total capital is CHF 100,000, of which at least CHF 50,000 must be paid in upon incorporation. The remaining CHF 50,000 can be committed but unpaid until called upon by the board. While this requires a larger financial commitment, it also signals a stronger financial foundation to potential business partners and investors.

Which structure is better for startups?

The right choice depends heavily on your startup’s stage, funding strategy, and long-term vision.

A GmbH works well for early-stage ventures with a small founding team that wants a simple, cost-effective structure. The governance requirements are lighter, and the lower capital threshold makes it easier to get started quickly. It is a practical choice when you are bootstrapping or when external investment is not yet on the horizon.

An AG is the better option if you plan to raise venture capital, issue employee stock option plans (ESOPs), or eventually list on a public exchange. The share-based ownership structure is more flexible when it comes to bringing in investors, distributing equity to employees, and managing future ownership transfers. Most institutional investors also expect an AG structure before committing capital.

Are shareholders publicly disclosed?

This is a key privacy distinction between the two structures, and it can have significant implications for founders and investors who prefer discretion.

In a GmbH, all shareholders are publicly listed in the Swiss commercial register. This means anyone — competitors, the press, or the general public — can look up who owns the company and in what proportion. While this is standard practice in Switzerland and ensures transparency, some founders find the level of exposure uncomfortable.

In an AG, shareholder identity is not necessarily public. If the company issues bearer shares (although these are now more restricted under modern Swiss law) or if the share register is kept private, shareholders can maintain a higher degree of anonymity. Registered shareholders appear in the company’s internal share register, but this is not publicly accessible in the same way as the GmbH register.

What are the governance requirements?

Governance obligations differ considerably between a GmbH and an AG, and understanding them upfront helps avoid surprises down the road.

A GmbH is managed by one or more managing directors (Geschäftsführer), who are often also shareholders. The structure is relatively informal: there is no mandatory separation between ownership and management, and the administrative burden tends to be lighter. Resolutions can often be passed without formal board meetings in the way an AG requires.

An AG must have a Board of Directors (Verwaltungsrat) composed of at least one member. Swiss law requires a clear separation between the board’s oversight role and day-to-day management. Minutes of board meetings must be kept, annual general meetings of shareholders must be held, and specific reporting obligations must be met. This structure adds administrative overhead but provides a more robust governance framework that is reassuring to investors and business partners.

Can foreigners incorporate a Swiss company?

Yes, foreign nationals can incorporate a Swiss GmbH or AG, and Switzerland actively welcomes international business. However, there are specific residency requirements that must be satisfied.

At least one director or managing director must be a Swiss resident — meaning they hold a Swiss domicile and, typically, a Swiss residence permit or citizenship. This requirement exists to ensure that there is always an authorised representative physically present in Switzerland who can act on behalf of the company in dealings with authorities.

In addition to the residency requirement, the company must have a registered Swiss address. This can be a physical office, a registered office service, or a business address provided by a fiduciary or corporate services provider. Simply having a P.O. box is generally not sufficient for official registration purposes.

How long does incorporation take?

The incorporation timeline in Switzerland is generally efficient, but it depends on several factors including the completeness of your documentation, the workload at the relevant commercial registry (Handelsregister), and whether you are using a notary or a corporate services firm to assist with the process.

In most cantons, a straightforward incorporation can be completed within one to three weeks from the point at which all required documents — articles of association, proof of capital deposit, identity documents, and notarised deeds — are submitted in correct form. Some cantons, particularly Zug and Zurich, are known for their efficient registration processes.

Delays can occur if documents are incomplete, if capital verification takes longer than expected, or if there are complications with foreign director identities. Engaging an experienced Swiss fiduciary or lawyer significantly reduces the risk of delays.

What are the typical incorporation costs?

Incorporation costs in Switzerland vary depending on the structure chosen, the canton, and whether you use professional assistance.

For a GmbH, you can expect to pay between CHF 2,000 and CHF 5,000 in total incorporation costs. This typically includes notary fees, commercial register filing fees, and the cost of drafting the articles of association. If you engage a corporate services provider or lawyer, their fees will be additional.

For an AG, the costs are higher, typically ranging from CHF 4,000 to CHF 10,000 or more. This reflects the more complex documentation requirements, higher notary fees due to the larger capital amount, and the need to formally establish the Board of Directors. Ongoing administration costs — accounting, audit (if applicable), and compliance — should also be budgeted separately.

What are the tax implications?

Both the GmbH and the AG are taxed in the same way under Swiss corporate tax law, and Switzerland’s competitive tax environment is one of the primary reasons international businesses choose to incorporate here.

Both structures are subject to three layers of corporate tax: federal, cantonal, and municipal. The effective combined tax rate varies by canton but generally falls between approximately 12% and 21% of net profit. Cantons such as Zug, Nidwalden, and Lucerne offer some of the lowest rates in the country, making them particularly attractive for holding companies and international structures.

In addition to corporate income tax, both structures may be subject to capital tax (Kapitalsteuer), which is levied on the company’s equity. Dividend distributions to shareholders may be subject to Swiss withholding tax (Verrechnungssteuer) at 35%, though this can often be reclaimed under applicable double tax treaties.

Can ownership be transferred easily?

The ease of transferring ownership differs substantially between the two structures, and this should be carefully considered if you anticipate changes in the shareholder base.

In a GmbH, transferring ownership stakes is more restrictive. Any transfer of shares must be notarised and recorded in the commercial register, which involves time, administrative effort, and associated costs. In addition, the articles of association may include pre-emption rights or consent requirements, meaning other shareholders may have the right to approve or block the transfer. This makes the GmbH less agile when it comes to secondary transactions or bringing in new investors.

In an AG, ownership transfer is far more straightforward. Shares can generally be transferred by simple endorsement or delivery (depending on share type), and while the share register must be updated, the process is typically faster and less bureaucratic. This flexibility is a major advantage for companies that anticipate frequent changes in their shareholder composition.

Is a Swiss company suitable for holding or international business?

Switzerland is one of the world’s premier locations for holding companies and international business structures, and both the GmbH and AG are used for this purpose. However, the AG is generally the preferred vehicle for international and holding purposes.

Switzerland offers an extensive network of double tax treaties with over 100 countries, favourable participation exemptions on dividend income and capital gains from qualifying shareholdings, and a stable, well-respected legal environment. These factors make it highly attractive for intermediate holding structures, regional headquarters, and intellectual property holding companies.

The AG’s share-based structure, potential for shareholder anonymity, and internationally recognised governance framework make it the more credible choice when dealing with foreign counterparties, banks, and investors. The GmbH can also be used effectively for holding purposes, particularly in smaller or simpler structures where the lower setup cost is a consideration.

Do I need a physical office?

You are not required to operate a full physical office in Switzerland, but you must have a registered Swiss address that can receive official correspondence and serve as the company’s domicile for legal and regulatory purposes.

This registered address can be provided by a fiduciary, corporate services company, or law firm, and many companies use such arrangements — particularly in the early stages — to satisfy the legal requirement without committing to a full commercial lease. The address must be a genuine business address and not merely a P.O. box.

As your business grows and if you intend to benefit from Swiss tax residency, having substance in Switzerland — meaning real employees, actual decision-making taking place locally, and a functioning office — becomes increasingly important. Tax authorities in Switzerland and abroad are alert to arrangements where a Swiss company lacks genuine economic activity in the country.

What ongoing compliance is required?

Both the GmbH and the AG are subject to Swiss corporate law obligations on an ongoing basis, and maintaining compliance is essential to keeping the company in good standing.

Core requirements include maintaining proper accounting records in accordance with Swiss accounting standards (or IFRS/Swiss GAAP FER for larger entities), preparing annual financial statements, and filing these with the appropriate authorities. Depending on the size of the company, an external audit may be required: large companies must undergo an ordinary audit, while smaller companies may qualify for a limited audit or, if shareholders unanimously agree and the company meets certain size thresholds, opt out of an audit entirely.

Both structures must hold annual general meetings (for the AG) or equivalent shareholder meetings (for the GmbH), maintain updated registers, file changes to the commercial register promptly, and comply with applicable employment and social security obligations if they have staff.

How do I choose between GmbH and AG?

Choosing between a GmbH and an AG ultimately comes down to your specific business goals, funding plans, privacy preferences, and budget.

Opt for a GmbH if you are looking for simplicity, lower initial capital outlay, and a straightforward governance structure. It suits small founder teams, family businesses, consultancies, and companies that do not plan to raise institutional investment or issue shares to a wide group of stakeholders. The lower ongoing administrative burden is also a practical advantage if you are running a lean operation.

Choose an AG if you are building a company with serious growth ambitions, plan to raise venture or private equity funding, need to attract and retain talent through equity schemes, or intend to operate in international markets where the AG structure carries more weight. The AG also offers greater shareholder privacy and more flexibility in structuring ownership, both of which can be important as your company scales.
When in doubt, consulting with a Swiss corporate lawyer or fiduciary will ensure you make the right choice for your circumstances.