Swiss company law: forms, capital and corporate actions

Corporate law in Switzerland is compact by international standards: one federal statute covers all company forms, register practice is uniform, and cantonal differences are limited to taxes and notarial fees. Since the reform of 1 January 2023 the statute also permits share capital in foreign currency and a flexible capital band. This overview maps the sources of law, compares the legal forms and walks through the corporate actions that matter most in practice — capital increases, conversion, merger and liquidation.

Where Swiss company law is written down

The Code of Obligations (Obligationenrecht, OR) contains almost the entire body of Swiss company law. Switzerland has no separate companies act; the relevant parts of the CO are Art. 552 ff. (partnerships), Art. 620–763 (Aktiengesellschaft), Art. 772–827 (GmbH), Art. 828 ff. (cooperative), Art. 927 ff. (commercial register and business names) and Art. 957 ff. (accounting and financial reporting).

Four further sources complete the picture:

• Swiss Civil Code (ZGB, SR 210) — associations (Art. 60 ff.) and foundations (Art. 80 ff.); how the latter are set up is covered under Swiss foundation
• Merger Act (FusG, SR 221.301) — mergers, demergers, conversions and asset transfers
• Commercial Register Ordinance (HRegV, SR 221.411) — filing procedure, required documents, legal domicile
• Regulatory statutes — banking, financial institutions and collective investment law add licensing layers for regulated activities

Legal forms and their capital requirements

The Code of Obligations recognises corporations, in which only company assets are liable, and partnerships, in which the owners are personally liable. Associations follow the Civil Code. The table shows the forms founders actually use:

Two register points are easy to miss. A sole proprietorship must register in the commercial register once its annual revenue reaches CHF 100'000. And the company name is checked against Art. 950 ff. CO: corporations choose their name freely but must add the legal form (AG, GmbH), and the name must be distinguishable from every name already recorded in the central Zefix index. The full comparison of every form — including branch offices and the French and Italian terminology (Sàrl, SA, Sagl) — is under Swiss company types.

The corporate law reform of 2023

The revised corporation law, in force since 1 January 2023, changed day-to-day structuring in six areas:

• Capital band (Art. 653s ff. CO): the general meeting may authorise the board to increase or reduce capital within a range of plus/minus 50 percent for up to five years; it replaced the former authorised capital increase.
• Foreign-currency capital: share capital may be denominated in euros, US dollars, pounds sterling or yen if that is the functional currency, with a value of at least CHF 100'000 at formation.
• Nominal value: any amount above zero is allowed; the former minimum of one centime is gone.
• Virtual general meetings: purely virtual or hybrid meetings are permitted if the articles allow them; resolutions may also be taken in writing.
• Interim dividends (Art. 675a CO): distributions from current-year profit are possible on the basis of interim accounts.
• Solvency duties (Art. 725 ff. CO): the board must monitor liquidity continuously and act on imminent insolvency, capital loss and over-indebtedness — earlier and more explicitly than before.

Governance: board, management and residency

Every Swiss AG needs a board of directors of at least one member; a GmbH needs at least one managing director. In both forms, at least one person with individual signing authority must be resident in Switzerland (Art. 718 para. 4 and Art. 814 para. 3 CO) — the most common practical hurdle for foreign founders, usually solved with a resident director or managing director mandate.

Non-transferable board duties under Art. 716a CO include overall management, organising accounting and financial control, supervising delegated management and notifying the court in the event of over-indebtedness. The ordinary general meeting must take place within six months of the financial year end (Art. 699 CO). Companies must also maintain a share register and a register of beneficial owners; the reporting duties and the abolition of bearer shares are covered in detail under Swiss shares.

Capital increases and reductions

An ordinary capital increase (Art. 650 CO) is resolved by the general meeting in a public deed and must be implemented within six months. The capital band delegates increases and reductions to the board within the authorised range, and a conditional capital increase (Art. 653 CO) underpins convertible bonds and employee participation plans. On the tax side, the 1 percent issuance stamp duty applies to equity contributions above the cumulative exemption of CHF 1 million (as of July 2026).

A capital reduction (Art. 653j ff. CO) requires a public deed, confirmation by a licensed audit expert that creditor claims remain covered and, unless the reduction is combined with a simultaneous re-increase, a public call to creditors.

Conversion, merger and liquidation

The Merger Act (FusG) governs structural change. A GmbH can be converted into an AG — and vice versa — without liquidation: the legal entity, its contracts and its UID number continue unchanged, provided the capital rules of the target form are met. Mergers and demergers follow the same statute, with balance-sheet, report and register requirements scaled down for SMEs when all shareholders consent.

Liquidation of an AG or GmbH follows Art. 736 ff. CO: dissolution resolved in a public deed, liquidators appointed, a public call to creditors published in the Swiss Official Gazette of Commerce (SHAB), assets realised and debts settled. Assets may be distributed at the earliest one year after the call — or after three months, if a licensed audit expert confirms that all debts are covered and no creditor interests are at risk. Only then is the company deleted from the commercial register.

When standard articles are enough — and when they are not

Template articles of association serve a single-shareholder GmbH or a family AG perfectly well; the statutory default rules are balanced and court-tested. Custom drafting pays for itself in four situations: several founders who need a shareholders' agreement with vesting, tag-along and drag-along clauses; contributions in kind such as real estate or an existing business; activities that require a FINMA licence; and international groups that must align Swiss articles with a foreign parent's governance framework.

For the practical founding route — notary, capital deposit account, commercial register filing and timeline — see Swiss company formation.