AG and GmbH at a glance
Both the AG and the GmbH are juridical persons with limited liability for their owners. Both are routinely used by international holdings entering Switzerland. Both require at least one Swiss-resident representative and produce annual financial statements per Swiss Code of Obligations Articles 957–963b. The structural differences sit beneath that surface.
| Aspect | AG (Aktiengesellschaft) | GmbH (Gesellschaft mbH) |
|---|---|---|
| Min nominal capital | CHF 100,000 | CHF 20,000 |
| Min paid-in at incorporation | CHF 50,000 | CHF 20,000 (full) |
| Shareholder anonymity | Yes (not in commercial register) | No (members listed in register) |
| Resident representative | ≥ 1 with Swiss domicile (CO 718) | ≥ 1 manager Swiss-domiciled (CO 814) |
| Audit thresholds | 2 of 3: balance ≥ 20M / turnover ≥ 40M / 250 FTE (CO 727) | |
| Founding cost (electronic) | CHF 1,900–2,000 | CHF 1,800–2,000 |
| Founding cost (traditional notary) | CHF 7,000–9,000 | CHF 6,000–8,000 |
Minimum capital and paid-in requirements
The AG requires nominal capital of CHF 100,000 (CO Art. 621), of which CHF 50,000 must be paid in at incorporation (CO Art. 632). The remaining CHF 50,000 can be called by the board at any time. The GmbH requires nominal capital of CHF 20,000 (CO Art. 773), paid in fully at incorporation (CO Art. 777a). Each member's quota is at least CHF 100 nominal (CO Art. 774).
For most foreign founders this is the deciding line: if CHF 50,000 paid-in capital is not available now, the GmbH is the only practical path until capital is in hand.
Shareholder anonymity vs transparency
AG shareholders do not appear in the public commercial register (CO Art. 686). Only the company itself, its board, and its auditors are visible. This is the structural reason the AG dominates Swiss holding-company structures: ownership is verifiable only through the company's internal share register.
GmbH members do appear in the public commercial register (CO Art. 791). Any change of membership is visible at Zefix. For founders comfortable with public visibility, or for whom CHF 100,000 capital is a non-trivial outlay, the GmbH is operationally simpler.
Note that beneficial-owner disclosure under CO Articles 697j ff. (AG) and Articles 790a ff. (GmbH) requires identification to the company itself of any owner holding ≥ 25%, regardless of legal form. The federal Transparency Act (TRA / TJG) is introducing a centralised federal beneficial-owner register, phased through 2025–2026.
Governance: board, executive, audit
The AG has three statutory organs: general meeting, board of directors (one or more), and auditor (or "opting-out" if FTE ≤ 10 and shareholders unanimously consent, CO Art. 727a).
The GmbH has the equivalent: members' meeting, managing officers, and auditor on the same audit thresholds. Crucially, GmbH members can themselves serve as managers without a separate board layer, which keeps governance overhead lower for closely-held structures.
Resident representative requirement
Both forms require at least one company representative to be domiciled in Switzerland (CO Art. 718 para. 4 for AG; CO Art. 814 para. 3 for GmbH). Swiss citizenship is not required. When no founder is Swiss-resident, foreign-held entities engage a Swiss-resident director arrangement.
Founding cost: electronic vs traditional notary
An electronic AG formation runs CHF 1,900–2,000 in fees (excluding the share capital itself); the same via a traditional notary route runs CHF 7,000–9,000. A GmbH electronic formation is CHF 1,800–2,000; traditional CHF 6,000–8,000. Stamp duty of 1% applies to share capital above CHF 1,000,000, the first million is exempt under Stamp Duty Act Art. 5. Source: Switzerland Global Enterprise Investor's Handbook ch. 5.4.
Tax treatment
Federal corporate income tax is uniform at 8.5% on profit after tax for both forms (Art. 68 DBG). Cantonal and municipal effective rates apply identically, the choice of legal form does not change cantonal rates. Withholding tax of 35% on dividend distributions applies equally to both, refundable to qualifying treaty residents per applicable double-tax agreements.
One subtle difference: AG share transfers do not trigger securities-transfer stamp duty unless a securities dealer is involved; GmbH quota transfers do not either, but require notarisation per CO Art. 785, which adds friction.
Conversion AG ↔ GmbH
Swiss merger law (FusG) permits conversion in either direction. Founders who start as a GmbH for capital reasons routinely convert to AG once capital is available and exit options open. The reverse conversion (AG to GmbH) is rarer but legally available, typically driven by family-business simplification or wind-down preparation.
Decision matrix
Three operational variables drive the choice in practice:
- Capital availability. If CHF 50,000 paid-in is a stretch, GmbH wins on day one.
- Shareholder visibility preference. If shareholder identity must remain off the public register, AG is the only path.
- Exit / capital-raise plans. Outside investors, IPO scenarios, employee stock options, AG is the conventional vehicle.
For most foreign-founded Swiss holdings serving fintech, crypto, or family-office contexts, the AG is the default. For closely-held SMEs and family businesses, the GmbH is operationally simpler and cheaper to start.
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 (Swiss Code of Obligations, Articles 621 and 632).
What is the minimum capital for a Swiss GmbH?
CHF 20,000, fully paid in at incorporation (CO Art. 773 and Art. 777a).
Are GmbH members publicly listed?
Yes, members of a Swiss GmbH appear in the public commercial register at Zefix (CO Art. 791). AG shareholders do not.
Can I convert a GmbH into an AG later?
Yes, Swiss merger law (FusG) permits conversion in either direction. Founders often start with a GmbH for capital reasons, then convert to AG once capital is available.
Which form do most foreign founders choose?
For holdings serving fintech, crypto, family-office, or investor-backed contexts: the AG, for shareholder anonymity and investor familiarity. For closely-held SMEs and family businesses: the GmbH, for lower entry capital and simpler governance.
How long does each take to register?
Both AG and GmbH typically register in 2–4 weeks end-to-end from KYC start through commercial-register entry. The GmbH can be marginally faster because it has no two-stage capital payment.
Do both forms require a Swiss-resident representative?
Yes. CO Art. 718 para. 4 (AG) and CO Art. 814 para. 3 (GmbH) both require at least one company representative to be domiciled in Switzerland. Swiss citizenship is not required.
Which form has lower ongoing costs?
The GmbH typically costs less to maintain, no separate board layer is required if members manage the company directly, and audit thresholds are identical so audit costs are comparable. Federal and cantonal tax filings are the same in both forms.
Can a GmbH have a single owner?
Yes, both AG and GmbH can be formed with a single shareholder/member.
Which form is more tax-efficient?
Tax treatment is identical at federal and cantonal level. The choice between AG and GmbH does not affect corporate income tax, capital tax, withholding tax, or VAT.