Swiss GmbH registration: step-by-step process and the CHF 20,000 capital rule

GmbH at a glance: when this form fits

The Swiss GmbH is governed by Swiss Code of Obligations Articles 772 to 827. It is a juridical person with limited liability, taxed identically to the AG at federal and cantonal levels, but structurally closer to the closely-held partnership than to the stock corporation. Two features define its positioning: the low CHF 20,000 entry capital and the statutory public listing of members in the commercial register.

For a foreign-held business that does not need shareholder anonymity and wants to keep founding capital low, the GmbH is the natural default. Typical profiles are service-business subsidiaries, family-held operating companies, and early-stage vehicles that intend to convert to AG once capital availability and fundraising considerations catch up. For the full comparison, see Swiss AG vs GmbH: which legal form to choose.

The CHF 20,000 capital rule: full payment, why it matters

Nominal capital of a Swiss GmbH is at least CHF 20,000 (CO Art. 773), paid in in full at incorporation (CO Art. 777c para. 1). There is no staged paid-in mechanism as there is for the AG: the whole nominal must sit in the capital-deposit account before the notary authenticates the constitutive act.

Each member subscribes for one or more quotas (Stammanteile) in the deed of incorporation (CO Art. 777 para. 2). Since 1 January 2023 the nominal value of a quota only has to be greater than zero (CO Art. 774 para. 1); quotas are issued at least at nominal value. The articles state the amount of the nominal capital and the number and nominal value of the quotas (CO Art. 776). Contributions in kind follow the AG rules on disclosure in the articles, founders' report and audit confirmation (CO Art. 777c para. 2).

The full-payment rule has two practical consequences. First, the GmbH cannot be incorporated with a capital commitment that is larger than available cash: nominal capital equals paid-in capital at all times. Second, subsequent capital increases require notarisation, registry filing, and republication, so the entry-level capital figure usually also becomes the long-term figure for small operators.

Step 1. Articles of association and member list

The articles of association (Statuten) state the mandatory content set by CO Art. 776: company name, registered office, purpose, nominal capital and the quotas into which it is divided, and the form of company notices. A GmbH may provide for ancillary obligations of members, non-competition clauses binding on members, and rights of first refusal on quota transfers, all of which are rarely seen in AGs and are one reason family operators favour the form.

The members are not listed in the articles: each founder subscribes quotas in the deed of incorporation, and every member holds at least one quota (CO Art. 772 para. 2). The commercial register then records each member with the number and nominal value of their quotas (CO Art. 791), and the company keeps its own share register (Anteilbuch) with names and addresses (CO Art. 790). Beneficial owners holding 25% or more of capital or votes are identified for the bank under AMLA Art. 4 as part of the onboarding pack that follows.

Step 2. Capital deposit at a Swiss bank: the full CHF 20,000

The subscribed nominal capital, in full and not in part, is paid into a blocked capital-deposit account (Kapitaleinzahlungskonto) at a Swiss bank opened in the name of the company-in-formation. The bank issues the capital-deposit confirmation (Kapitaleinzahlungsbestätigung) that the notary reads into the public deed.

Swiss bank onboarding for a GmbH-in-formation follows the same KYC cycle as for an AG, typically 5 to 10 working days for EU or UK beneficial-owner profiles and 15 to 25 days where non-EU UBOs or sensitive activities are involved. The anti-money-laundering rules of the Swiss Financial Market Supervisory Authority (FINMA) set how banks test source-of-funds evidence, particularly for crypto-related UBOs.

Step 3. Notarisation of incorporation

The members (or their proxies under notarised powers of attorney) appear before a Swiss notary to execute the public deed of incorporation. The deed incorporates the articles of association, the capital-deposit confirmation, the first appointment of managing officers and auditor (or the opting-out declaration under CO Art. 727a applied via CO Art. 818 for the GmbH), and the Lex Koller (BewG) declaration where relevant.

In the deed the founders also confirm that there are no contributions in kind, set-offs or special benefits other than those disclosed in the supporting documents (CO Art. 777 para. 2 no. 5); this statement replaces the separate Stampa declaration that registers used to require. As for the AG, a defect in the deed can only be corrected by a further notarial act, so our practice is to review the draft deed three working days before the slot. Notary fees follow cantonal tariffs and therefore differ between cantons.

Step 4. Cantonal commercial register filing

The application goes to the competent cantonal commercial register, usually filed by the notary; founders can also prepare it through the SECO EasyGov portal. Required attachments under the Commercial Register Ordinance (HRegV Art. 71): the public deed of incorporation, the articles of association, the managing officers' acceptance of office, the auditor's acceptance where an auditor is appointed, the bank confirmation of the cash deposit where the deed does not name the bank, and the domicile holder's declaration for a c/o address. The receiving register depends on the registered office canton: Handelsregisteramt Zug, Handelsregister Kanton Zürich, or Registre du commerce de Genève.

Registers process complete filings quickly: in the first half of 2025 the Zug register entered new companies in under one working day on average. The GmbH acquires legal personality through the entry (CO Art. 779 para. 1), and the entry takes effect on publication in the SHAB (CO Art. 936a para. 1), which follows three working days later. The entry carries the UID (CHE-XXX.XXX.XXX) under which the GmbH deals with the ESTV, the AHV compensation office and banks, and is searchable in Zefix.

Step 5. Member registration and public listing

Unlike AG shareholders, GmbH members appear by name in the public commercial register entry (CO Art. 791). Every change of membership (new member, transfer of quotas, increase or decrease) triggers a register filing and a new SHAB publication. This is the single most material operational difference from the AG and needs to be priced in by any founder who values ownership confidentiality.

A quota transfer needs a written agreement, not a notarial deed (CO Art. 785 para. 1), but by default it also needs the approval of the members' meeting, which may refuse without giving reasons (CO Art. 786 para. 1). The articles can waive or tighten that approval, lock in right-of-first-refusal mechanics, and impose ancillary member obligations that cannot be written into AG constitutions. For founding groups that want explicit control of who joins the cap table, the GmbH form is a feature, not a bug.

Publication in the Schweizerisches Handelsamtsblatt (SHAB) follows automatically from the register entry, and register entries take effect on that publication (CO Art. 936a para. 1).

Step 6. VAT, social security, and ongoing compliance

VAT registration with the Federal Tax Administration (ESTV) is mandatory once annual worldwide turnover subject to VAT reaches CHF 100,000 (VAT Act Art. 10 para. 2 let. a). For voluntary or below-threshold operators, early registration is available and is usually chosen to recover input VAT on start-up costs. The ordinary VAT rate is 8.1% (VAT Act Art. 25 para. 1), in force since 1 January 2024.

If the GmbH hires staff, registration with the competent AHV compensation office, accident insurer, and BVG pension fund becomes due in the month of the first payroll. Cross-border workers trigger source-tax registration. The KMU federal SME portal publishes start-up checklists for these registrations.

Since 1 October 2026 the GmbH must also report its beneficial owners to the federal transparency register within one month of its entry in the commercial register (TJPG Art. 9 para. 4): name, date of birth, nationality, municipality and country of residence, and the nature of the control. A beneficial owner is any natural person who holds, directly or indirectly, at least 25% of the capital or votes or controls the company in another way; if there is none, the most senior member of the management body counts (TJPG Art. 4). Where every beneficial owner is already entered as a member or officer, the report can go through the cantonal commercial register instead (TJPG Art. 11). The register is kept by the Federal Office of Justice and is not public; a deliberate breach of the reporting duty carries a fine of up to CHF 500,000 (TJPG Art. 43).

Audit, accounting, and the ordinary-audit thresholds

The GmbH is subject to the same accounting rules as the AG under CO Art. 957 to 963b and the same three-tier audit regime under CO Art. 727. Ordinary audit applies if the company exceeds two of the three thresholds in two consecutive financial years: balance sheet CHF 20 million, turnover CHF 40 million, or 250 full-time equivalents. Below those thresholds, limited audit applies; with no more than 10 full-time equivalents on annual average and the consent of all members, audit opt-out is available (CO Art. 727a para. 2 via CO Art. 818).

Federal corporate income tax at 8.5% on profit after tax (DBG Art. 68) and cantonal corporate tax apply after the first financial year-end. The combined effective rate for a given canton and municipality can be calculated with the ESTV tax calculator. Swiss withholding tax of 35% applies to dividend distributions; treaty residents recover all or part of it under the applicable double-tax agreement.

Total realistic timeline: 10 to 17 working days

The GmbH pipeline runs marginally faster than the AG because of the single-stage capital payment. Under favourable conditions:

Net end-to-end with parallelisation: 10 to 17 working days from KYC start, most of it bank onboarding, in standard cantonal-registry cases. The same caveats as for the AG apply on the slow side: non-EU UBOs, contributions in kind, and sensitive-sector activities add weeks, not days. For the AG version of this timeline and its two-stage capital call, see Swiss AG registration: step-by-step process for foreign founders.

Cost of formation

Electronic GmbH formation runs CHF 1,800 to CHF 2,000 in professional and registry fees, excluding the CHF 20,000 share capital itself. Traditional notary-led formation runs CHF 6,000 to CHF 8,000. Stamp duty of 1% applies only where the members' contributions exceed CHF 1 million in total (Stamp Duty Act Art. 6 para. 1 let. h), which is rare in GmbHs. The commercial register fee for a new GmbH entry is CHF 420, set federally by the Commercial Register Fees Ordinance, plus small charges for extra items such as CHF 30 for a c/o legal domicile; notary fees follow cantonal tariffs.

Common rejection reasons and pre-filing review

The defects that trigger cantonal-registry rejection are largely the same as for the AG, with three GmbH-specific additions: inconsistencies between the quotas stated in the articles and those subscribed in the public deed, quotas issued below nominal value (CO Art. 774 para. 2), and ancillary-obligation clauses drafted in terms the register cannot enforce. A one-day pre-filing review by Swiss counsel against the receiving canton's checklist takes out the main risk at trivial marginal cost. The Federal Office of Justice supervises the cantonal registries, which operate under the Commercial Register Ordinance.

AG vs GmbH for foreign founders: a quick cross-reference

The GmbH wins on three axes: lower entry capital, simpler governance (members can serve as managers without a separate board), and lower founding and maintenance cost on the small-business tier. The AG wins on four: shareholder anonymity, investor familiarity, simpler share transfers (no members' meeting approval and no register filing), and alignment with employee-stock programmes. Tax treatment is identical at federal and cantonal level. Swiss merger law permits conversion in either direction, and starting as a GmbH to convert into an AG later is a well-trodden path. The full comparison sits in Swiss AG vs GmbH: which legal form to choose.

Frequently asked questions