Swiss company formation — registration for residents and non-residents

Swiss company formation follows a fixed legal path: articles of association, notarised founding deed, capital deposit at a Swiss bank, entry in the cantonal Handelsregister (commercial register). For a GmbH you pay in CHF 20'000, for an AG at least CHF 50'000 of the CHF 100'000 share capital. Our fixed formation fee starts at CHF 750 including notary costs, and a straightforward registration completes in 2–3 weeks. Shareholders may live anywhere; only one signatory must be resident in Switzerland.

That is the whole skeleton. The rest of this page adds the flesh: exact fees, the resident-representation rule for foreigners, GmbH versus AG from a non-resident's perspective, what remains of Swiss corporate privacy — and the cases where we advise against Switzerland altogether.

Requirements: what the law actually demands

The Code of Obligations (OR) keeps the requirements for entity formation short. A GmbH needs one or more founders, CHF 20'000 fully paid-in capital and at least one managing director; an AG needs one or more founders, CHF 100'000 share capital with a minimum of CHF 50'000 paid in, and a board of at least one member. Both need a registered office in Switzerland and a notarised deed of incorporation.

Nationality and residence of the owners are irrelevant — a company in Dubai or an individual in Singapore can hold 100% of a Swiss AG. The only residence rule concerns representation: under Art. 718 para. 4 OR (AG) and Art. 814 para. 3 OR (GmbH), the company must be capable of being represented by at least one person resident in Switzerland. This person does not need to be a shareholder and does not need to control the company — a fiduciary board member or managing director with collective or individual signature satisfies the law. We provide these mandates at CHF 2'750 (board) or CHF 2'950 (managing director) per year.

GmbH or AG: the choice for foreign founders

Aktiengesellschaft (AG) and Gesellschaft mit beschränkter Haftung (GmbH) both shield your personal assets; the differences that matter to non-residents are capital, publicity and transferability:

Rule of thumb from our formation practice: budget-driven founders take the Swiss GmbH, privacy- and investor-driven founders take the Swiss AG. Conversion later is possible (CHF 2'450 service fee plus notary and register costs), so the first choice is not a life sentence. Where to register is a separate decision from what to register: the procedure and cost logic for the lowest-tax canton are covered under company formation in Zug.

Formation packages and fees

Our fees are fixed and published — the table below is the schedule that applies to formations ordered through Gründung Schweiz (all figures exclude VAT and commercial register fees, as of July 2026):

Commercial register fees add roughly CHF 600–800 depending on canton and structure. The share capital is not part of the costs: once the company is registered, the blocked deposit converts into the company's working capital and can pay for equipment, salaries or inventory.

The process, step by step

1. Structuring call and name check

   Legal form, capital, shareholder structure and purpose are fixed; the company name is checked against Zefix, the central business name index.

2. Document preparation (week 1)

   Articles of association, founding deed, Stampa and Lex-Friedrich declarations, specimen signatures. Foreign corporate shareholders provide certified register extracts, individuals certified passport copies.

3. Capital deposit account (week 1–2)

   A Swiss bank opens the blocked account and confirms receipt of CHF 20'000 (GmbH) or at least CHF 50'000 (AG). For non-resident founders this is the step that dictates the timeline.

4. Notarisation (week 2)

   The deed of incorporation is signed before a Swiss notary — in person or through our representative under power of attorney.

5. Commercial register filing (week 2–3)

   The cantonal register office examines and enters the company; the entry is published in the SHAB, and the UID number is assigned.

6. Post-registration setup

   Release of capital to the operating account, VAT registration (compulsory from CHF 100'000 worldwide turnover), AHV social insurance registration as soon as salaries are paid, insurance and bookkeeping setup.

Timeline in practice: 2–3 weeks when documents are complete and founders can identify themselves quickly; 4–6 weeks when bank compliance reviews of foreign founders, apostilles or regulated business purposes are involved. If the calendar is critical, a ready-made shelf company removes the formation phase entirely — takeover within days instead of weeks.

Documents non-resident founders must prepare

Paperwork, not law, causes most formation delays for founders abroad. The complete set for a standard formation:

• Individuals: certified passport copy (notarised, with apostille for most non-EU countries) and proof of residential address; banks additionally ask for the origin of the capital funds.
• Corporate shareholders: certified commercial register extract of the foreign parent (no older than a few months), its articles, and documentation of the signatories acting for it.
• For the company itself: the intended name (checked in Zefix), business purpose in registrable wording, domicile address in Switzerland — a registered address in Zug or Zurich satisfies this — and the persons of the board or management with certified signatures.
• Formation declarations: Stampa declaration (no undisclosed contributions in kind) and Lex Koller declaration (no unauthorised real-estate acquisition), both prepared by us for signature.

With this folder complete, the notary appointment and register filing are formalities — which is exactly why we fix the document list in the first structuring call.

Crypto, fintech and other regulated purposes

Zug's register office processes blockchain businesses as routinely as trading companies — the "Crypto Valley" is not a marketing label but two decades of administrative practice. The formation itself follows the standard GmbH or AG path described above. What changes is the compliance perimeter: token issuance, custody, exchange or payment services fall under the Anti-Money Laundering Act and typically require affiliation with a self-regulatory organisation or a FINMA licence before operations start. Plan the legal budget for the authorisation separately from the formation budget — the CHF 750 formation fee does not change, but regulated projects should expect additional advisory costs and a longer runway to the first client. We form the vehicle and coordinate with specialised regulatory counsel where the purpose requires it.

Privacy: what remains after the end of bearer shares

Switzerland historically permitted bearer shares (Inhaberaktien), and they were the backbone of anonymous ownership. That era is over: the Federal Act implementing the Global Forum recommendations, in force since 1 November 2019, restricts bearer shares to listed companies and intermediated securities, and on 1 May 2021 all remaining bearer shares of private companies were converted into registered shares by operation of law.

What legitimate discretion remains for an AG:

• Shareholders are not published. The commercial register shows the board, not the owners. The share register and the register of beneficial owners (Art. 697j OR) are kept internally by the company.
• Fiduciary structures are legal. A fiduciary shareholder (CHF 1'450 per year) can hold shares in trust; beneficial ownership is declared to the company and, on request, to banks and authorities — but not to the public.
• The GmbH offers no such layer: quotaholders appear in the public register, which is one of the main reasons discretion-minded founders pay for the AG's higher capital.

Anyone promising you full anonymity in Switzerland in 2026 is selling something that no longer exists. What Switzerland offers is confidentiality towards the public, combined with full accountability towards banks and authorities — a combination compliant banks can actually work with.

Taxes after formation

Corporate profit tax is levied on three levels: the federal rate of 8.5% on profit after tax, plus cantonal and communal taxes. Combined effective rates range from roughly 12% to 21% depending on the canton (as of July 2026) — Zug sits at the low end at around 12%, which is why a large share of our formations are domiciled there. Dividends to shareholders carry 35% withholding tax, reduced or refunded under Switzerland's network of more than 100 double taxation agreements. VAT registration becomes compulsory at CHF 100'000 worldwide turnover; the standard rate is 8.1% (as of July 2026).

More than 40'000 new companies are entered in the Swiss commercial register every year (as of 2024) — the machinery you are entering is standardised, fast and predictable.

When Switzerland is not the right choice

An honest formation adviser names the cases where the answer is "don't":

• Pure zero-tax vehicles. If the only goal is escaping tax with no substance, a Swiss company disappoints: profit tax is real, bookkeeping is mandatory, and banks close accounts of empty shells. Classic offshore centres are cheaper for that model — with all their reputational consequences.
• Micro-budgets. Below roughly CHF 25'000 of available funds, the GmbH capital plus first-year running costs (address, mandate, bookkeeping) squeeze the actual business. A sole proprietorship or a company in your home country may serve better until revenue justifies the structure.
• Regulated finance without a licence plan. Asset management, payment services and crypto custody trigger FINMA rules. The formation itself is easy; operating without the required affiliation or licence is not. Budget legal advice before, not after.
• Residence-by-company hopes. A Swiss company does not grant its owner a residence permit. Work and residence permits follow separate immigration law with its own quotas and conditions.

If your project clears these four hurdles, Switzerland is one of the most durable places in Europe to build a company — and the numbers above are the entire entry price. Describe your situation through the contact form and we respond with a fixed quote within one working day.