Before you start: the pre-application checklist
A Swiss AG (Aktiengesellschaft) is a stock corporation governed by Swiss Code of Obligations Articles 620 to 763. Before the first notary appointment is booked, five items have to be in place. Skipping any of them is the most common reason foreign founders slip from an 11-day to a 5-week timeline.
- Capital ready to transfer. Nominal capital of CHF 100,000 with at least CHF 50,000 to be paid in at incorporation (CO Art. 621 and 632). The funds must originate from an identifiable source that passes bank KYC.
- Proposed company name. Checked against the Zefix federal commercial register for collision and for compliance with the Commercial Register Ordinance.
- Registered office. A physical Swiss address (letterbox-only is rejected at the registry). Canton choice drives the competent register and the tax rate.
- Resident representative. CO Art. 718 para. 4 requires at least one person authorised to represent the company to be domiciled in Switzerland.
- Shareholder KYC package. Passport, proof of address, source-of-funds evidence, and beneficial-owner declarations for every holder at or above the 25% threshold under the Anti-Money Laundering Act.
Step 1. Articles of association and Swiss notary appointment
The articles of association (Statuten) are the constitutional document of the AG. Mandatory content is set by CO Art. 626: company name, registered office, purpose, share capital and contributions, number and nominal value of shares, organisation of the general meeting, board, and auditor, and form of company notices. Optional but common clauses cover transfer restrictions, share classes, and tag-along or drag-along rights.
A Swiss notary (in most cantons, a cantonal public notary; in Zurich and Bern, a state notary office) must authenticate the constitutive act. We draft the articles in German, French, or Italian depending on the canton, with an English reference version for the founders. Booking a notary slot usually takes two to five working days in Zug, Zurich, and Geneva.
Step 2. Capital deposit at a Swiss bank (Kapitaleinzahlungskonto)
Before notarisation, the subscribed paid-in capital must sit in a blocked account at a Swiss bank in the company's name (in formation). For an AG this is at least CHF 50,000 of the CHF 100,000 nominal capital (CO Art. 632). The bank issues a capital-deposit confirmation (Kapitaleinzahlungsbestätigung) which the notary reads into the public deed.
Bank onboarding for a company-in-formation with non-resident beneficial owners is the slowest step in the chain. Major Swiss banks run a full KYC cycle before opening the deposit account, typically 5 to 15 working days depending on the jurisdictional profile of the UBOs. The S-GE Investor's Handbook sets out the operational expectations Swiss banks apply to foreign founders.
Step 3. Notarisation of incorporation
The founders (or their proxies under a notarised power of attorney) appear before the notary to execute the public deed of incorporation. The deed contains the articles of association, the capital-deposit confirmation, the first appointment of directors and auditors (or the opting-out declaration under CO Art. 727a if FTE is at or below 10 and shareholders unanimously consent), and the Lex Friedrich declaration confirming non-foreign-held real estate status where relevant.
The notary also records the Stampa declaration identifying any contributions in kind, qualifying takeovers, or special benefits (CO Art. 628). Omissions at this stage are not fixable by later amendment and require a fresh notarial act, so our practice is to review the draft deed three working days before the slot.
Step 4. Filing with the cantonal commercial register (Handelsregister)
The notary or the founders submit the application to the cantonal commercial register together with the public deed, articles of association, director acceptance declarations, capital-deposit confirmation, and the Stampa and Lex Friedrich declarations. Competent registers for foreign-held AGs most often sit in Zug, Zurich, or Geneva: Handelsregisteramt Zug, Handelsregister Kanton Zurich, and Registre du commerce de Geneve.
The SECO EasyGov portal routes the electronic filing to the competent register. Statutory processing time is 5 to 10 working days in Zug and Zurich; Geneva and Basel-Stadt can run 10 to 15. Priority handling is available in some cantons against a surcharge, typically CHF 200 to CHF 500.
Step 5. Publication in the Swiss Official Gazette of Commerce (SOGC / SHAB)
Registration in the cantonal commercial register triggers automatic publication in the Schweizerisches Handelsamtsblatt (SHAB), the Swiss Official Gazette of Commerce. The AG acquires legal personality on the date of the register entry (CO Art. 643 para. 1), not on the date of the notarial deed. The SHAB publication is the public-notice instrument that renders the entry enforceable against third parties.
The entry also propagates to the Zefix federal portal on the same business day, assigning the company its UID (Unternehmens-Identifikationsnummer, CHE-XXX.XXX.XXX) and enterprise-economic data. From that moment the AG can open its operating bank account, invoice, and hire.
Step 6. VAT registration with the Federal Tax Administration
Registration with the Federal Tax Administration (ESTV) for VAT is mandatory once worldwide annual turnover subject to VAT reaches CHF 100,000 (VAT Act Art. 10 para. 2). Foreign-domiciled suppliers without a Swiss permanent establishment face a lower CHF 100,000 worldwide-turnover trigger with no domestic threshold once a single Swiss-taxable supply is made.
The ordinary VAT rate is 8.1% since 1 January 2024, with reduced rates of 2.6% (food, books, medicines) and 3.8% (hospitality). VAT registration is submitted electronically via ESTV SuisseTax and confirmed within two to three weeks. For companies below the threshold, voluntary VAT registration is available and is often elected to recover input VAT on set-up costs.
Step 7. Operating bank account activation and UBO KYC
The capital-deposit account from Step 2 is converted into the operating current account once the commercial register entry is confirmed and the bank has completed its onboarding KYC on the post-incorporation structure. Banks re-verify beneficial-owner information at this stage under AMLA Art. 3 and 4, which means any change to the UBO chart between the deposit step and the activation step triggers a fresh cycle.
Swiss banks differentiate their onboarding appetite by UBO nationality and activity. For crypto, payment services, and operations in sanctioned sectors, expect a second-line compliance review and 4 to 8 additional weeks. For standard trading or holding structures with EU, UK, or US UBOs, operating-account activation is usually 2 to 5 working days after register publication.
Total realistic timeline: 11 working days from KYC start
Under favourable conditions (clean KYC, electronic filing in Zug or Zurich, English-available notary) the full chain runs as follows:
| Step | Typical duration | Parallelisable? |
|---|---|---|
| Pre-application KYC and documentation | 2–3 days | Yes |
| Bank capital-deposit account opening | 5–10 days | Partly (in parallel with articles draft) |
| Notarisation of incorporation | 1 day | No |
| Commercial register filing and entry | 5–10 days | No |
| SHAB publication | Same day as entry | Automatic |
| VAT registration | 10–15 days | Yes (post-entry) |
| Operating bank activation | 2–5 days | Yes (post-entry) |
Net end-to-end with parallelisation: 11 working days from KYC start to operational company in standard cantonal-registry cases. Four to six weeks is realistic where the UBO chain has non-EU components, where contributions in kind require valuation, or where the bank requires a senior compliance sign-off.
Common rejection reasons
The cantonal commercial registers reject or suspend AG applications for a narrow but repeatable set of defects. The ones we see most often:
- Articles of association non-compliance. Purpose clause too vague, missing mandatory elements under CO Art. 626, or share-class structure inconsistent with the nominal-capital breakdown.
- Resident representative not documented. CO Art. 718 para. 4 requires a Swiss-domiciled individual with signing authority. A foreign director alone is rejected.
- Capital confirmation defect. The bank's deposit letter must name the company-in-formation exactly as written in the articles; any typo triggers a re-issue.
- Contributions in kind undocumented. Stampa declaration (CO Art. 628) omitted or the audit report on in-kind valuation missing.
- Beneficial-owner documentation stale. AMLA forms dated more than six months before the filing date.
- Company name collision. Clearance done on Zefix but not on the cantonal register's parallel database.
For foreign founders, the pragmatic mitigation is a single pre-filing review by a Swiss counsel against the receiving cantonal register's specific checklist. The marginal cost is trivial; the schedule risk from a rejection is one to two weeks. The KMU federal SME portal publishes the operational checklists the registries actually apply.
After formation: the first 90 days
Registration is a milestone, not an endpoint. Within 90 days of the SHAB publication, a Swiss AG should complete the following: first board meeting with formal minutes (required for bank operating authority), signature cards at the operating bank, social-security registration with the competent AHV compensation office if hiring, source-tax registration if employing cross-border workers, and pension-fund affiliation (BVG) above the salary threshold. Insurance for directors and officers, occupational accident cover, and commercial third-party liability typically settle in month two.
Federal corporate income tax at 8.5% on profit after tax (DBG Art. 68) and cantonal corporate tax follow the company's first financial year-end. PwC publishes the Swiss corporate tax summary with current combined cantonal rates. For detail on the form comparison, see our companion note Swiss AG vs GmbH: which legal form to choose.
Governance structure on day one
The AG has three statutory organs: the general meeting of shareholders, the board of directors (one or more members), and the auditor (or the opting-out declaration under CO Art. 727a where FTE count is at or below ten and shareholders unanimously consent). Each organ has a specific statutory function and cannot sub-delegate the function in its entirety.
Day-one housekeeping includes adoption of organisational regulations under CO Art. 716b, delegation of day-to-day management from the board to executive officers, formal signing-power allocation (single-signature, joint-two, or restricted to specified matters), and the opening board minute recording acceptance of office, registered-office address confirmation, and authorisation of the operating bank account. Our standard practice is to prepare these documents for signature on the day of notarisation so that the AG can act immediately once the register entry posts.
The Federal Department of Justice and Police publishes the consolidated Commercial Register Ordinance under which cantonal registries operate. See the FDJP portal for the ordinance text and the standard filing forms. The ordinance was revised in 2021 to accommodate the digitised filing process now in general use.
Beneficial-owner and transparency obligations
Every shareholder who acquires, alone or in concert with others, 25% or more of the share capital or voting rights of a Swiss AG must identify the natural-person beneficial owner to the company within one month under CO Art. 697j. The company maintains a register of beneficial owners separate from the share register. Failure to notify suspends membership rights and voids dividends paid during the suspension period (CO Art. 697m).
The federal Transparency Act introducing a central federal beneficial-owner register is in phased implementation through 2025 and 2026. The register will be accessible to competent authorities (prosecutors, FINMA, ESTV) but is not a public register equivalent to the UK PSC regime. Foreign-founded AGs should expect first federal registry obligations to crystallise during their first two financial years.
Frequently asked questions
What is the minimum capital for a Swiss AG?
CHF 100,000 nominal, of which CHF 50,000 must be paid in at incorporation under Swiss Code of Obligations Articles 621 and 632. The remaining CHF 50,000 can be called by the board at any time.
How long does Swiss AG registration take?
Eleven working days is the realistic end-to-end minimum in Zug or Zurich with clean KYC and electronic filing. Four to six weeks is typical where non-EU beneficial owners or contributions in kind are involved.
When does a Swiss AG legally exist?
On the date of the cantonal commercial register entry (CO Art. 643 para. 1). The SHAB publication is the public-notice instrument that renders the entry enforceable against third parties.
Do I need to be in Switzerland to incorporate?
No. Founders can appear before the notary by proxy under a notarised power of attorney. At least one company representative must be domiciled in Switzerland (CO Art. 718 para. 4), but this does not need to be a founder.
Can an AG be incorporated with a single shareholder?
Yes. Single-shareholder AGs have been permitted since the 2008 corporate-law revision. The single shareholder is identified in the commercial register entry only as a footnote cross-reference, not by name.
What is the VAT registration threshold?
CHF 100,000 in worldwide annual turnover subject to VAT (VAT Act Art. 10 para. 2). Foreign-domiciled suppliers face the same CHF 100,000 worldwide trigger but without any domestic threshold once a first taxable Swiss supply is made.
What does electronic AG formation cost?
CHF 1,900 to CHF 2,000 in professional and registry fees, excluding the share capital itself. Traditional notary-led formation runs CHF 7,000 to CHF 9,000 depending on canton. Stamp duty of 1% applies only to share capital above the CHF 1,000,000 exempt threshold (Stamp Duty Act Art. 5).
Can I use a letterbox-only Swiss address?
No. Cantonal commercial registers reject registered-office addresses that are demonstrably letterbox-only. A physical office, a documented desk-share arrangement, or a domiciliation contract with a regulated provider is required.
Which canton processes AG registrations fastest?
Zug and Zurich consistently run 5 to 7 working days for clean electronic filings. Geneva and Basel-Stadt typically run 10 to 15 working days. Priority handling is available in several cantons against a surcharge.
What happens if the commercial register rejects the filing?
The register issues a written defect notice identifying the specific defect. Correctable defects (missing signature, stale UBO form, name collision) can be cured and refiled within the same docket. Material defects (articles non-compliance, undocumented contributions in kind) require a fresh notarial act.