How can a public limited company be founded in Switzerland?

What is a Swiss public limited company (AG/SA), and when is it worth choosing this legal form?

A public limited company is one of the most common capital-based company forms under Swiss law. It is governed by the Swiss Code of Obligations (Obligationenrecht / OR, Articles 620–763). Its main features are:

• Limited liability: the shareholders’ liability is limited to the paid-in capital; they are not personally liable for the company’s debts with their private assets.

• Possibility of anonymity: as a rule, the identity of the shareholders is not public (this was partially changed after the 2023 anti-money-laundering reform – see below).

• Suitability for capital markets: shares can be issued, transferred, and listed on an exchange.

• Minimum number of founders: one natural person or legal entity is sufficient.

An AG/SA is typically the right choice if the founder plans to raise capital, build an investor structure, or pursue a stock exchange presence, or if limited liability and a professional image are key priorities. For smaller businesses, a limited liability company (Gesellschaft mit beschränkter Haftung / GmbH) may be a simpler and less expensive alternative.

What decisions need to be made before incorporation?

How much share capital is required?

Under Article 621 OR, the minimum share capital (Aktienkapital) of an AG is 100 000 CHF. At least 50 000 CHF must be paid in at the time of incorporation, or the entire share capital must be covered by contributions in kind (non-cash contributions). The remaining amount may also be made available after registration, in accordance with the conditions set out in the articles of association.

The nominal value of the shares (Nennwert) may be as low as 0.01 CHF – this is one of the innovations of the 2023 share law reform (OR reform, in force since 1 January 2023); previously, the minimum was 1 centime.

Do the founders or directors need a Swiss address?

The founders (shareholders) do not need a Swiss address. However, with regard to the board of directors (Verwaltungsrat), Article 718 OR requires that at least one of the directors who can represent the company independently must reside in Switzerland. This is the most common practical obstacle for founders from abroad.

If the founder does not have a director resident in Switzerland, possible solutions are:

• Appointing a director resident in Switzerland (domiciliary director), which is a paid service and entails significant responsibility.

• Setting up a Swiss subsidiary with the involvement of a manager already living in Switzerland.

How many founders are required?

Under Article 625 OR, an AG may be founded by a single founder as a natural person or legal entity. There is no upper limit.

What steps are involved in the Swiss AG registration process?

The incorporation process can be divided into the following main stages:

1. Preparation of the articles of association (Statuten)

The articles of association set out the company’s name, registered office, business purpose, share capital, number and nominal value of the shares, as well as provisions on the composition of the board of directors. The articles of association must be signed before a notary (Notar).

Minimum mandatory content elements (OR Article 626):

• Company name and registered office

• Business purpose (Zweck)

• Amount of share capital, number of shares and nominal value

• Number of members of the board of directors

• Designation of the official gazette (Schweizerisches Handelsamtsblatt / SHAB)

2. Payment of capital into a bank account

Before incorporation, the minimum capital to be paid in (at least CHF 50,000) must be transferred to a blocked incorporation account (Einzahlungskonto / compte de libération) opened with a Swiss bank. The bank issues a payment confirmation (Einzahlungsbestätigung), which the notary requests for the incorporation procedure.

Opening a bank account for foreignerscan be time-consuming: some Swiss banks carry out detailed due diligence (KYC – Know Your Customer), and account opening may take 2–6 weeks.

3. Notarial deed of incorporation (öffentliche Beurkundung)

The founders (or their authorised representatives) sign the articles of association and the incorporation deed (Gründungsurkunde) before the notary. In the case of a sole founder, one signature is sufficient.

Notary fees vary by canton: typically CHF 500–2,000depending on the amount of share capital and the canton.

4. Entry in the commercial register (Handelsregister)

The notary or the founders submit the application for registration to the competent cantonal commercial register office (Handelsregisteramt). The registration fee is typically around CHF 600–800.

Once the entry has been made, the company acquires legal personality. Average processing time for registration: 1–3 weeks.

5. Publication in the Swiss Official Gazette of Commerce (SHAB)

After registration, the commercial register office automatically publishes the data on the online platform of the Schweizerisches Handelsamtsblatt (SHAB). This is publicly accessible.

6. Tax registration

After registration, the company must register with:

• The cantonal tax authority (cantonal income tax and capital tax)

• The Federal Tax Administration (Eidgenössische Steuerverwaltung / ESTV) for value added tax (Mehrwertsteuer / MWST), if annual turnover is expected to reach CHF 100,000

• For AHV/AVS (old-age and survivors’ insurance) if it employs staff.

How is a Swiss AG structured?

General Meeting (Generalversammlung / GV)

The supreme decision-making body. Its responsibilities include amending the articles of association, electing the board of directors, approving the annual financial statements, and authorising dividend payments. It must be convened at least once a year.

Board of Directors (Verwaltungsrat / VR)

The AG’s management and representative body. It consists of at least one member. Board members bear personal and unlimited liability for negligent or unlawful management (OR Article 754) – this is the point at which involving a nominee director carries serious legal risks for both parties.

Audit Committee / Auditor (Revisionsstelle)

After the 2023 OR reform, the audit requirement is as follows:

What financial and tax obligations apply to the AG?

Accounting and annual financial statements

The AG is required to keep double-entry accounts (OR Article 957). The annual financial statements (Jahresrechnung) include the balance sheet (Bilanz), the income statement (Erfolgsrechnung), and the notes. The general meeting must approve the financial statements within 6 months of the end of the financial year.

Corporate tax (Gewinnsteuer)

At federal level, a Swiss AG pays 8.5% tax on profits (effective rate approx. 7.83% due to deductibility). Together with cantonal and municipal taxes, the actual tax burden varies significantly from canton to canton:

Source: aggregated data from cantonal tax authorities, 2024. Effective rates may change from year to year.

Capital tax (Kapitalsteuer)

In most cantons, an annual capital tax of 0,001–0,5% is levied on equity. This depends on the size of the AG and the canton.

Withholding tax for shareholders (Verrechnungssteuer)

Of the dividends paid by the AG, the Federal Tax Administration deducts a 35% withholding tax (Verrechnungssteuer). Shareholders resident in Switzerland can reclaim this. Shareholders resident in Hungary may claim a partial refund under the Hungarian–Swiss double taxation agreement (1981, as amended) – the actual amount depends on the relevant article of the agreement and requires individual tax advice.

What options and limitations apply when raising capital and issuing shares?

Share classes

Under the OR, the AG may issue:

• Registered shares (Namenaktie): the shareholder’s name is recorded; since the 2023 reform, notification of the beneficial owner (wirtschaftlich Berechtigter) to the commercial register is mandatory if the holding reaches 25% .

• Bearer shares (Inhaberaktie): only listed AGs may issue these since the 2019 anti-money-laundering reform.

• Preference shares (Vorzugsaktie): with dividend or voting preference.

Capital increase

A capital increase may be carried out by amending the articles of association, a resolution of the general meeting, and a notarial deed. OR Article 651 also allows conditional capital increases (bedingte Kapitalerhöhung) and authorized capital increases (genehmigte Kapitalerhöhung), which enable more flexible investor structures.

Restrictions on share transfers

The articles of association may include a transfer restriction clause (Vinkulierung), which makes the transfer of shares subject to approval by the board of directors. This is particularly common in closely held AGs to prevent unwanted changes in ownership.

What mistakes do founders most often make?

The mistakes summarized below occur regularly based on the experience of Swiss commercial registers and legal experts:

1. Ignoring the residence requirement. When founding from abroad, the board’s Swiss residence requirement (OR Article 718) is one of the most frequently underestimated obstacles.

1. Underestimating the opening of a bank account. Opening a blocked incorporation account can take months at some banks; it is worth starting with this before the company is founded.

1. Bringing in a nominal director without proper due diligence. The domiciliary director bears real personal liability – it is essential to set out the mandate agreement and the allocation of liability precisely.

1. Failing to declare the beneficial owner. Since the 2023 reform, shareholders holding more than 25% must be reported. Failure to do so may result in a fine.

1. Ignoring cantonal tax burden when choosing the registered office. The combined tax rate can differ by nearly 10 percentage points between Zug and Bern – a significant amount over the long term.

1. Misunderstanding the annual audit obligation. Not every AG can benefit from opting out; in a single-shareholder AG this applies automatically, but with multiple shareholders the written consent of every shareholder is required.

1. Ignoring the Hungarian tax consequences. If the founder remains tax resident in Hungary, dividends received from the Swiss AG and beneficial ownership status may also be taxable in Hungary. Applying the double taxation agreement requires an individual assessment.

Sources

• ch.ch – Federal online portal: https://www.ch.ch/en/

• KMU portal (Federal Small and Medium-Sized Enterprises Portal): https://www.kmu.admin.ch/

• ch.ch – Self-employment and starting a business: https://www.ch.ch/en/work/self-employment/

• Swiss Code of Obligations (Obligationenrecht / OR), Articles 620–763 – company law: https://www.fedlex.admin.ch/eli/cc/27/317_321_377/hu (Hungarian translation is unofficial; the authoritative text is in German / French / Italian)

• Swiss Official Gazette of Commerce (SHAB): https://www.shab.ch/

• Federal Tax Administration (ESTV) – withholding tax: https://www.estv.admin.ch/

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