Switzerland's two limited-liability company forms are the GmbH/Sarl (limited liability company, minimum CHF 20,000 capital, common for SMEs and founders) and the AG/SA (corporation, minimum CHF 100,000 capital, used for larger companies or those seeking outside investment). Both provide liability protection separating personal and business assets, are subject to corporate tax (federal + cantonal + communal, effective ~11-21%), and require annual financial statements; an AG additionally offers anonymity of shareholders in the public Commercial Register (only GmbH shareholders are publicly listed) and is generally preferred for companies planning to raise external capital.
The choice between GmbH and AG affects not just upfront capital but shareholder privacy and investor perception — a GmbH publicly lists its shareholders in the Commercial Register while an AG does not, which matters for founders who want to keep ownership private or plan to bring in outside investors.
Key Facts
GmbH/Sarl: minimum capital CHF 20,000, shareholders (Gesellschafter) are publicly listed in the Commercial Register — less privacy but lower capital barrier.
AG/SA: minimum capital CHF 100,000 (at least CHF 50,000 paid in), shareholders are not publicly disclosed in the Commercial Register — preferred for external investment and shareholder privacy.
Both structures provide full liability protection: shareholders/owners are not personally liable for company debts beyond their capital contribution.
Combined effective corporate tax rate (federal + cantonal + communal) ranges roughly 11-21% depending on canton of registered seat.
Annual statutory accounts and, above certain size thresholds (turnover, balance sheet, employee count), a statutory audit are required for both forms.
Steps
Choose GmbH or AG — GmbH for lower capital and simpler structure; AG for shareholder privacy and investor readiness.
Draft articles of association — Define share structure, governance, and signing authorities.
Deposit capital and notarize formation — Complete capital deposit and notarization before Commercial Register filing.
Maintain annual accounts and audit compliance — File annual statutory accounts; determine if a limited or ordinary statutory audit applies based on company size.
Costs
GmbH minimum capital: CHF 20,000
AG minimum capital: CHF 100,000 (CHF 50,000 paid in)