Swiss AG — the Aktiengesellschaft in detail

The Aktiengesellschaft is what Switzerland calls a company limited by shares — often rendered as "Swiss PLC" or "joint-stock company" in English. Its parameters are fixed by Art. 620–763 of the Code of Obligations: CHF 100'000 share capital, of which at least CHF 50'000 is paid in at formation, a board of directors with at least one member, and liability strictly limited to company assets. Shareholders stay out of the public commercial register. Formation takes 2–3 weeks; our fixed fee for a cash formation is CHF 750 including notary costs.

The AG is the form banks, investors and counterparties read as "serious structure" — which is exactly why it dominates Swiss holdings, financing vehicles and any business where the owners prefer discretion.

Share capital: the CHF 100'000 rule and its 2023 update

The AG's share capital is CHF 100'000 at minimum. Founders must pay in at least 20% of each share's nominal value, and in total no less than CHF 50'000 — the classic setup is therefore CHF 100'000 issued, CHF 50'000 paid. The unpaid half remains a claim of the company against its shareholders and can be called in later (Nachliberierung; our service fee CHF 1'100).

The 2023 revision of company law modernised this frame, and the options are useful in practice (as of July 2026):

• Foreign-currency capital. The share capital may be denominated in EUR, USD, GBP or JPY instead of CHF, provided it is the currency of the company's business activity — convenient for group subsidiaries that consolidate in euros or dollars.
• Capital band. The articles may authorise the board to raise or lower the capital by up to 50% for up to five years without a new shareholders' meeting each time — a flexible instrument for staged investor rounds.
• Nominal value. Shares need any nominal value greater than zero; the old minimum of one centime is gone, allowing fine-grained splits.

One tax point belongs next to the capital question: the federal issuance stamp duty of 1% applies only to equity raised above CHF 1 million — a standard formation at CHF 100'000 triggers none of it.

Shares: registered by default, bearer abolished

Namenaktien (registered shares) are the standard instrument of every private Swiss AG. The company keeps a share register of owners and usufructuaries; the public commercial register never shows them. Transfers are simple — assignment or endorsement plus an entry in the share register — and the articles may add transfer restrictions (Vinkulierung) if the shareholders want control over who joins.

Bearer shares deserve a precise statement, because outdated pages still advertise them: since the Global Forum Act came into force on 1 November 2019, bearer shares are admissible only for companies with listed equity securities or bearer shares structured as intermediated securities. All other bearer shares were converted into registered shares by operation of law on 1 May 2021. What remains of confidentiality is structural, not certificate-based: shareholders are invisible to the public but documented internally, and acquisitions of 25% or more oblige the buyer to notify the beneficial owner to the company within one month (Art. 697j OR).

For owners who want an additional layer, a fiduciary shareholder arrangement (CHF 1'450 per year) holds shares in trust — legal, bank-compatible and reversible.

Organs: general meeting, board, auditor

Three organs run an AG. The general meeting of shareholders decides articles, dividends and elections. The board of directors (Verwaltungsrat) needs at least one member — there is no nationality requirement, but the company must be representable by at least one person resident in Switzerland (Art. 718 para. 4 OR); our fiduciary board mandate at CHF 2'750 per year covers this for foreign-owned structures. The auditor is the third organ, with a pragmatic SME regime: ordinary audits only hit large companies (two of: CHF 20 million balance sheet, CHF 40 million revenue, 250 full-time positions), smaller ones undergo a limited audit, and companies averaging no more than ten full-time positions can opt out of audit entirely with all shareholders' consent (Art. 727a OR). Most freshly formed AGs use exactly this opt-out.

Forming a Swiss AG, step by step

1. Structure and name

   Capital, shares, board composition and purpose are fixed; the name is checked against Zefix for conflicts.

2. Documents

   Articles of association, founding deed, declarations (Stampa, Lex Koller), certified IDs of founders and board members.

3. Capital deposit

   At least CHF 50'000 is paid onto a blocked capital account at a Swiss bank, which issues the deposit confirmation for the notary.

4. Notarisation and filing

   The deed of incorporation is executed before a notary — in person or via power of attorney (CHF 300 service fee) — and filed with the cantonal commercial register.

5. Registration

   The AG comes into legal existence with the register entry, published in the SHAB; the UID number is assigned and the capital is released to the operating account.

Cost frame: CHF 750 fixed formation fee (cash formation, including notary costs), commercial register fees of roughly CHF 600–800, plus optional services — contributions in kind CHF 1'990, fiduciary formation CHF 1'500, board mandate CHF 2'750 per year, bookkeeping CHF 1'200 per year. Details sit on the pricing page.

Taxation of a Swiss AG

Profit tax arrives on three levels: the federal 8.5% plus cantonal and communal rates, combining to roughly 12–21% effective depending on domicile (as of July 2026). Zug — where most of our AGs are registered — sits around 12%. Distributions carry the 35% withholding tax (Verrechnungssteuer), which treaty-resident shareholders reclaim in part or full under one of Switzerland's 100+ double taxation agreements. Holding structures benefit from participation relief, which largely exempts qualifying dividends from subsidiaries; several cantons add IP-box regimes for licensing income. Annual financial statements are mandatory; consolidated audits follow the thresholds above.

Ongoing obligations of a Swiss AG

The Aktiengesellschaft carries a predictable annual routine, and pricing it honestly belongs in the formation decision:

• Annual accounts under the Code of Obligations, prepared within six months of the financial year end and approved by the ordinary general meeting — bookkeeping with VAT returns and statements costs CHF 1'200 per year in our schedule (up to 300 entries).
• Registers kept current: the share register and the register of beneficial owners must reflect every transfer and every 25% notification; sloppy registers are the classic finding when a company is later sold or audited.
• Commercial register hygiene: changes of board, signatories, domicile or statutes are filed as mutations — our fees run from CHF 150 (change of registered persons) through CHF 1'100 (statute or purpose changes, seat transfer) to CHF 1'500 (change of company name incl. notary and register costs).
• Capital measures when the business grows: capital increases at CHF 1'750, capital reductions at CHF 2'250, subsequent pay-in of the unpaid half (Nachliberierung) at CHF 1'100 — all plus notary and register costs.

None of this is exotic; it is the maintenance contract of the legal form. Budget roughly CHF 4'000–5'000 per year for a foreign-owned AG combining bookkeeping and a fiduciary board mandate, before taxes and address.

The AG as holding company

Holding structures are the AG's home discipline. Participation relief removes most Swiss profit tax on qualifying dividends from subsidiaries, the treaty network of more than 100 double taxation agreements cuts withholding taxes on cross-border flows, and the 2023 capital band lets the board expand or reduce capital by up to 50% without repeated shareholder meetings — useful when subsidiaries are bought and sold. Add the fact that shareholders stay out of the public register, and the pattern behind thousands of Zug holding AGs needs no further explanation. For operating activity below the holding, founders combine the AG with one or more subsidiaries — often GmbHs for cost reasons.

AG or GmbH?

The AG's closest rival is the Swiss GmbH — five times cheaper in capital, identical in liability protection:

If the decision is genuinely open in your case, the dedicated comparison at AG or GmbH walks through capital, privacy, taxes and exit scenarios.

When an AG is not the right form

The Aktiengesellschaft is over-engineered for some projects, and it costs nothing to admit it:

• Solo consultants and small operators. Tying up CHF 50'000+ for prestige rarely pays; a GmbH does the same legal job for CHF 20'000.
• Full transparency is required anyway. If your investors or regulators demand a public ownership picture, the AG's discretion advantage evaporates — the GmbH's register publicity stops mattering.
• Very frequent small ownership changes among partners who know each other. The share-register mechanics are simple, but a partnership agreement on GmbH quotas can be tighter for closely held teams.
• No Swiss-resident signatory and no budget for a mandate. The Art. 718 para. 4 OR requirement is not optional; without a resident board member or director the register office will not accept the filing.

If speed is the constraint rather than the form itself, note that ready-made AGs with existing register entries and bank accounts are available from CHF 9'800 in our shelf company inventory — takeover in days, then the structure described above is yours.