Swiss GmbH — the limited liability company in detail

The Gesellschaft mit beschränkter Haftung — GmbH, or Sàrl in Romandy — is the workhorse of Swiss company formation: CHF 20'000 share capital fully paid in, one or more managing directors instead of a board, and liability capped at company assets under Art. 772–827 of the Code of Obligations. Registration takes 2–3 weeks; our fixed fee for a cash formation is CHF 750 including notary costs. For international founders the GmbH is the budget-rational entry into the Swiss market — provided they can live with one feature: the owners are public.

Capital and quotas: how the CHF 20'000 works

The GmbH's share capital of at least CHF 20'000 must be fully paid in before registration — the AG's option of paying half later does not exist here. The capital divides into Stammanteile (quotas) with a nominal value of at least CHF 100 each; one founder can hold everything, since single-member GmbHs are expressly permitted.

Two capital features distinguish the GmbH from its bigger sibling:

• Contributions in kind are possible instead of cash — machinery, IP or a vehicle can capitalise the company. The formation then follows the stricter Sachgründung procedure (our fee: CHF 1'750 instead of CHF 750).
• Additional funding obligations (Nachschusspflicht). The articles may oblige quotaholders to inject further funds up to twice the nominal value of their quota (Art. 795 OR) — a financing instrument the AG does not know. It is optional; most standard formations skip it.

Worth repeating, because founders often misread it: the CHF 20'000 is not a fee paid to the state. After registration the blocked deposit becomes the company's own working capital and buys laptops, stock or advertising.

Management: directors instead of a board

Geschäftsführer (managing directors) run the GmbH — no board of directors exists in this form. By default all quotaholders manage jointly; the articles usually concentrate management in one or two named persons instead. The binding residence rule sits in Art. 814 para. 3 OR: the company must be representable by at least one person resident in Switzerland. Foreign owners without a local hire meet it through our fiduciary managing director mandate (CHF 2'950 per year), which is designed to be replaced the day you employ someone on the ground.

Auditing follows the same SME regime as the AG: a limited audit by default, an ordinary audit only for large companies, and a full opt-out for companies averaging no more than ten full-time positions with unanimous consent — the setting almost every new GmbH chooses (appointment of an auditor, where wanted: CHF 500).

Transparency: quotaholders are in the public register

Every quotaholder of a Swiss GmbH is entered in the commercial register — name, domicile, quota — and the entry is freely searchable through Zefix. Two consequences follow:

1. Trust is structural. Banks, landlords and business partners see who owns the company; for an operating business this transparency often speeds up onboarding.
2. Discretion is impossible at the GmbH level. No fiduciary arrangement removes the register entry. Owners who need to stay out of public view take the Swiss AG, whose shareholders are recorded only internally.

Transfers of quotas mirror this logic. A transfer requires a written assignment agreement and the approval of the members' meeting, and the new quotaholder is entered in the register. Unlike in Germany, no notarial deed is required for the transfer itself (Art. 785 OR) — a detail that surprises German founders and reduces transaction costs when a Swiss GmbH changes hands.

Forming a Swiss GmbH, step by step

1. Name and structure check

   The company name is verified against Zefix; quotas, management and purpose are fixed in draft articles.

2. Documents

   Articles of association, founding deed and declarations are prepared; founders provide certified passports, corporate founders certified register extracts.

3. Capital deposit

   The full CHF 20'000 is paid onto a blocked capital account at a Swiss bank, which confirms receipt for the notary.

4. Notarisation

   The public deed of incorporation is executed before a Swiss notary — personally or through our representative under power of attorney (CHF 300 service fee).

5. Commercial register entry

   The cantonal register office enters the GmbH; the entry appears in the SHAB and the UID number is assigned. The capital is released.

6. Registrations after start

   VAT (compulsory from CHF 100'000 worldwide turnover), AHV social insurance for salaries, and accounting setup — bookkeeping with VAT returns and financial statements costs CHF 1'200 per year in our schedule.

Realistic timeline: 2–3 weeks with complete documents; add bank compliance time for non-resident founders, which can stretch the total to 4–6 weeks. All fees sit on the pricing page; the full sequence for foreigners, including the resident-signatory rule, is described under Swiss company formation.

Taxation of a Swiss GmbH

Corporate profit tax applies identically to GmbH and AG: 8.5% federal tax plus cantonal and communal rates, combining to roughly 12–21% effective depending on canton (as of July 2026) — Zug around 12%. Dividends to quotaholders carry the 35% withholding tax, reclaimable in part or full under a double taxation agreement. Owner-managers typically balance salary (deductible for the company, subject to AHV social contributions) against dividends (no social contributions, but withholding tax and shareholder-level income tax) — the right mix depends on the owner's residence country and should be modelled before the first distribution, not after.

Three scenarios where the GmbH is the right call

Abstract feature lists decide fewer cases than concrete situations. The three configurations we form most often:

The cross-border consultant. A German or Austrian consultant bills Swiss clients and wants a Swiss entity for market access and payroll. The GmbH fits: CHF 20'000 capital is proportionate to service revenue, the public register entry is irrelevant (clients know the owner anyway), and the managing-director structure matches a one-person operation. The resident-signatory rule is covered by a mandate until the consultant relocates.

The e-commerce or SaaS subsidiary. A foreign company sells into Switzerland and the EU and needs a Swiss VAT number, a CHF bank account and local invoicing. A GmbH as 100% subsidiary costs a fraction of an AG in tied-up capital, and the parent appears in the register as quotaholder — which group structures rarely mind, since ownership is disclosed in consolidated accounts anyway.

The startup before the financing round. Founders bootstrap operations as a GmbH and convert to an AG (CHF 2'450 service fee plus notary and register costs) when institutional investors arrive. The conversion preserves UID, contracts and history — the cheaper form carries the risk phase, the investor-grade form takes over for the growth phase.

What a GmbH costs per year

A Swiss-resident owner-manager runs a GmbH from roughly CHF 1'200 per year in third-party costs; a fully foreign-owned setup lands around CHF 4'000–5'000 with mandate and address. Taxes and social contributions come on top and scale with activity.

Sàrl, Sagl, Swiss LLC: one company, four names

The Swiss GmbH carries a different name in each language region, and the paperwork follows the region of the registered office: Sàrl (société à responsabilité limitée) in French-speaking Switzerland, Sagl in Ticino, GmbH in the German-speaking cantons — and «Swiss LLC» in international usage, since the form is Switzerland's closest equivalent to a limited liability company. Legally these are the same entity under Art. 772 ff. OR: identical capital, identical liability, identical register rules. The practical consequence for foreign founders: a contract with a «XY Sàrl» from Geneva binds exactly the same type of company as one with a «XY GmbH» from Zug, and a company moving its seat across the language border keeps its legal identity while its suffix may change. How the GmbH sits among all the other forms — AG, branch, partnerships — is mapped under Swiss company types.

GmbH or AG?

The five-fold capital difference decides most cases in practice. Where it does not, the dedicated decision guide AG or GmbH compares privacy, investor optics and exit mechanics in depth.

When a GmbH is not the right form

The GmbH earns its popularity, but it has clear losing scenarios:

• Owners who need discretion. Quotaholders are public, full stop. If appearing in Zefix next to your company is a problem — competitors, family situations, political exposure — pay for the AG.
• Venture capital and multiple financing rounds. Investors expect shares, a board and a capital band; converting mid-round burns time. Start as an AG if institutional money is the plan.
• Frequent ownership changes. Every transfer needs members' approval and a register mutation (service fee CHF 150 per change of registered facts). A trading structure with rotating partners fits the AG's share mechanics better.
• Projects below the capital line. If CHF 20'000 of genuinely available cash is a stretch, no Swiss capital company fits yet — and buying one on credit is a construction we advise against.

Founders who want the GmbH's economics without the formation wait can take over an existing company instead: our ready-made companies come with register entry, UID and bank account, and the purchase completes in days.