Contact Goldblum und Partner AG in Zug for a free consultation on AG vs GmbH formation and Swiss corporate structuring.
- 1 Legal Basis of the AG and the GmbH
- 2 Capital Requirements: CHF 100’000 vs CHF 20’000
- 3 Liability and Public Disclosure
- 4 Governance: Board, Directors and Shareholders
- 5 Transfer of Shares (AG) vs Transfer of Quotas (GmbH)
- 6 Tax Treatment of the AG and the GmbH
- 7 When to Choose an AG and When to Choose a GmbH
- 8 Converting Between AG and GmbH
- 9 Cost Comparison: AG vs GmbH Formation in 2026
- 10 Frequently Asked Questions
AG vs GmbH in Switzerland — Which Entity Should You Choose in 2026?
The AG (Aktiengesellschaft) requires CHF 100’000 nominal share capital and keeps shareholder identities off the public register. The GmbH (Gesellschaft mit beschränkter Haftung) requires only CHF 20’000 and offers simpler governance, but every quota holder is listed by name in the Handelsregister. Both forms provide full limited liability, identical federal tax treatment under the Bundesgesetz über die direkte Bundessteuer (DBG), and access to Switzerland’s network of more than 100 double taxation treaties.
This article compares every material difference between the two legal forms — capital, liability, governance, share transfer, tax treatment, cost and conversion — so that foreign founders can make a fact-based decision before registering a Swiss company. All legal references cite the Swiss Code of Obligations (Obligationenrecht, OR, SR 220) as amended by the corporate law reform of 1 January 2023.
Legal Basis of the AG and the GmbH
The AG is governed by OR Art. 620-763. The GmbH is governed by OR Art. 772-827. Both sets of provisions were substantially updated by the Swiss corporate law reform that entered into force on 1 January 2023 (Aktienrechtsrevision).
AG — Aktiengesellschaft (Joint-Stock Company)
The AG is a capital company in which the share capital is divided into shares (Aktien). Shareholders are not personally liable for company debts (Art. 620 para 2 OR). The AG is the standard form for listed companies, holding structures, group parent entities and any venture that anticipates external investors or a future capital-markets transaction.
GmbH — Gesellschaft mit beschränkter Haftung (Limited Liability Company)
The GmbH is a capital company in which the share capital is divided into quotas (Stammanteile). Quota holders are not personally liable for company debts (Art. 772 para 1 OR). The GmbH is the preferred form for owner-operated SMEs, family businesses, consulting firms and single-person entities.
Both legal forms can be incorporated by a single founder (natural or legal person), must be registered in the cantonal Handelsregister, and are published in the Schweizerisches Handelsamtsblatt (SHAB). Full register data is publicly searchable at zefix.ch, the central index of the Swiss commercial register.
For a broader introduction to Swiss company formation, see our hub article covering all available legal forms.
Capital Requirements: CHF 100’000 vs CHF 20’000
Share capital is the first and often decisive difference between the AG and the GmbH.
| Feature | AG (Art. 621 OR) | GmbH (Art. 773 OR) |
|---|---|---|
| Nominal share capital | CHF 100’000 | CHF 20’000 |
| Minimum paid-in at registration | CHF 50’000 or 20% per share, whichever is higher (Art. 632 OR) | CHF 20’000 — 100% must be paid in (Art. 777c OR) |
| Capital denomination | Shares (Aktien) — bearer or registered | Quotas (Stammanteile) — registered only |
| Minimum par value per unit | Greater than CHF 0 (Art. 622 para 4 OR, post-2023 reform) | CHF 100 (Art. 774 OR) |
| Capital band (Kapitalband) | Board may increase or decrease capital within a 50% band for up to 5 years (Art. 653s OR) | Not available — capital changes require GM resolution and notarisation |
| Contribution in kind | Permitted (Art. 634 OR) — requires auditor confirmation | Permitted (Art. 777c para 2 OR) — requires auditor confirmation |
Practical effect: a founder with limited start-up capital can incorporate a GmbH for CHF 20’000 in total equity. An AG founder must commit at least CHF 50’000 at registration and the remaining CHF 50’000 on call. The AG’s higher capital signals financial substance to banks, suppliers and large corporate clients — which matters in sectors such as construction, pharma distribution, commodities trading and financial services.
Liability and Public Disclosure
Limited Liability
In both forms, members are liable only up to their capital contribution. AG shareholders have no personal liability for company debts (Art. 620 para 2 OR). GmbH quota holders have no personal liability either (Art. 772 para 1 OR). In neither form can creditors reach the personal assets of the members, provided no piercing of the corporate veil applies under general Swiss law principles.
Handelsregister Publication
The two forms differ materially in what the Handelsregister publishes:
| Disclosed Information | AG | GmbH |
|---|---|---|
| Company name, seat, purpose | Yes | Yes |
| Board of directors (names) | Yes | Yes (Geschäftsführer) |
| Shareholders / quota holders | No — shareholders are private | Yes — every quota holder listed by name and quota amount |
| Share capital amount | Yes | Yes |
| Signing authority | Yes (signatories named) | Yes (signatories named) |
Consequence for foreign founders: the AG is the correct choice when ownership privacy is a priority — for instance, holding structures, family offices and investment vehicles. The GmbH exposes every quota holder’s name and quota size on zefix.ch, which may be undesirable for founders who prefer confidentiality.
Note that since the 2023 reform, AG shareholders holding more than 25% of the capital or votes must disclose the beneficial owner to the company under Art. 697j OR, but this information stays in an internal company register — it is not published in the Handelsregister.
Governance: Board, Directors and Shareholders
AG Governance
The AG must have a board of directors (Verwaltungsrat) with at least one member (Art. 707 para 1 OR). The board appoints the management (Geschäftsleitung) and supervises the company’s operations. At least one member of the board with individual signing authority must be resident in Switzerland (Art. 718 para 4 OR). The annual general meeting (Generalversammlung, AGM) is the supreme body of the company (Art. 698 OR).
GmbH Governance
The GmbH is managed by one or more Geschäftsführer (managing directors) who may be quota holders or third parties (Art. 809 OR). At least one Geschäftsführer with individual signing authority must be resident in Switzerland (Art. 814 para 3 OR). The shareholders’ meeting (Gesellschafterversammlung) is the supreme body (Art. 804 OR).
Key Governance Differences
- Dual structure: the AG separates the board from management, creating a two-tier control system. The GmbH combines these functions in the Geschäftsführer.
- Shareholder involvement: GmbH quota holders have direct control over management appointments and major decisions. AG shareholders act through the board.
- Voting: in the AG, each share carries one vote (Art. 692 OR). In the GmbH, votes are proportional to quota nominal values (Art. 806 OR), but the statuten can provide otherwise.
- Qualified majority: certain GmbH decisions (e.g., changes to the statuten, removal of a Geschäftsführer) require a two-thirds majority of represented votes and an absolute majority of represented capital (Art. 808b OR).
- AGM obligations: both forms require an annual meeting. In practice, the AG’s AGM is more formalised, especially where the company has multiple shareholders or listed securities.
For founders forming a Swiss AG, the board structure provides flexibility for adding independent directors, advisory board members and committee structures as the business grows.
Transfer of Shares (AG) vs Transfer of Quotas (GmbH)
The transferability rules are among the most important practical differences between the two forms.
AG — Free Transferability (Art. 684 OR)
Registered shares of an AG are freely transferable unless the articles of association (statuten) impose a transfer restriction (Vinkulierung) under Art. 685a-685f OR. Bearer shares were abolished for unlisted companies by the Federal Act on Implementing Recommendations of the Global Forum on Transparency, effective 1 November 2019. In practice, most Swiss AGs now issue registered shares. Even with Vinkulierung, the board must approve or reject a transfer within three months (Art. 685b OR), and refusal is only permitted on grounds specified in the statuten.
GmbH — Restricted Transfer (Art. 785 OR)
Transfer of a GmbH quota requires:
- A written assignment agreement (Art. 785 para 1 OR)
- Approval by the shareholders’ meeting — unless the statuten exempt this (Art. 786 OR)
- Amendment of the Handelsregister entry (the new quota holder’s name replaces the old one)
The statuten may provide that the shareholders’ meeting can refuse approval without giving reasons (Art. 786 para 2 OR). This built-in restriction makes GmbH quotas illiquid by design and protects existing owners from unwanted third-party entrants.
Practical implication: the AG is the right legal form for companies that plan to bring in investors, grant share-based incentives, or facilitate a future exit. The GmbH suits closed ownership structures where the founders want control over who enters the company.
Tax Treatment of the AG and the GmbH
From a tax perspective, the AG and the GmbH are treated identically under Swiss federal and cantonal tax law. Both forms are subject to:
- Federal corporate income tax: 8.5% on pre-tax profit (effective 7.83% on after-tax profit) under DBG Art. 68
- Cantonal and communal corporate income tax: varies by canton, resulting in combined effective rates of 11.85% in Zug, 11.97% in Nidwalden, 12.20% in Lucerne, 14.60% in Schwyz, 19.70% in Zurich and 21.04% in Bern
- Capital tax (Kapitalsteuer): cantonal tax on equity, typically 0.001% to 0.5% depending on canton
- Withholding tax on dividends: 35% federal withholding tax (Verrechnungssteuer) under Art. 4 para 1 lit. b VStG, refundable to Swiss tax residents and reduced under double taxation treaties
Participation Exemption (Beteiligungsabzug)
Dividends and capital gains from qualifying participations — a stake of at least 10% or a market value of CHF 1 million — benefit from the participation exemption under DBG Art. 69-70. This exemption applies equally to AGs and GmbHs and eliminates economic double taxation within corporate groups. It is the core mechanism that makes Swiss holding structures tax-efficient.
Stamp Duty
The federal issuance stamp duty (Emissionsabgabe) of 1% applies to share capital contributions exceeding CHF 1 million (Art. 6 para 1 lit. a StG). This threshold is the same for both AGs and GmbHs, so founders injecting less than CHF 1 million pay no stamp duty at formation.
There is no tax advantage in choosing one legal form over the other. The decision between AG and GmbH should be based on capital requirements, privacy, governance and transferability — not on tax considerations.
When to Choose an AG and When to Choose a GmbH
Choose the AG When:
- You need shareholder privacy — AG shareholders are not listed in the Handelsregister
- You plan to raise external capital from investors, venture capital or private equity funds
- The business will issue share-based incentives (employee stock option plans, phantom shares)
- You are building a holding structure or group parent company
- The company operates in a sector where CHF 100’000 capital signals credibility (construction, commodities, financial services)
- You want free transferability of shares for a planned exit or succession
- You need the capital band instrument (Kapitalband) for flexible equity management
Choose the GmbH When:
- Start-up capital is limited and CHF 20’000 is a material constraint
- The ownership structure is small (1-5 founders) and unlikely to change often
- You prefer simpler governance without a separate board of directors
- Public disclosure of quota holders is acceptable or even desirable (transparency signal)
- The business is an SME, consulting firm, real estate SPV or single-purpose entity
- You want built-in transfer restrictions to protect the ownership circle
Goldblum und Partner AG at Baarerstrasse 25 in Zug advises foreign founders on the choice between AG and GmbH based on the specific commercial, tax and governance requirements of each project. The recommendation takes into account the founder’s nationality, the planned activity, the investor profile, and the target canton.
For a detailed look at the Swiss GmbH formation process, see our dedicated GmbH guide.
Converting Between AG and GmbH
Founders who start with one legal form and later need the other can convert under the Swiss Merger Act (Bundesgesetz über Fusion, Spaltung, Umwandlung und Vermögensübertragung, FusG, SR 221.301).
Key Facts About Conversion
- Legal basis: Art. 54 FusG permits conversion of a GmbH into an AG and vice versa
- No dissolution required: the legal entity continues to exist — only the legal form changes
- Capital adjustment: converting from GmbH to AG requires increasing the share capital from CHF 20’000 to at least CHF 100’000 (or the AG minimum paid-in of CHF 50’000)
- Notarisation: the conversion resolution must be notarised and filed with the Handelsregister
- Audit report: an audit report confirming the company’s equity position is required under Art. 62 FusG
- Tax neutrality: conversions between AG and GmbH are generally tax-neutral under the Bundesgesetz über die direkte Bundessteuer (DBG) restructuring provisions, provided the company remains subject to Swiss tax and the values are carried over
- Timeline: the conversion process takes 4-8 weeks including notary scheduling, auditor review and Handelsregister processing
Conversion is a well-established procedure used by Swiss companies that outgrow the GmbH form. Typical triggers include an investor round requiring freely transferable shares, an IPO preparation, or a restructuring that makes shareholder privacy important.
Cost Comparison: AG vs GmbH Formation in 2026
The table below shows the standard cost ranges for incorporating an AG or a GmbH in the canton of Zug, based on 2026 notary, registry and professional fees:
| Cost Item | AG | GmbH |
|---|---|---|
| Share capital (stays in company) | CHF 100’000 (CHF 50’000 minimum paid-in) | CHF 20’000 (100% paid-in) |
| Notarial fees | CHF 2’500 – CHF 4’500 | CHF 1’500 – CHF 3’500 |
| Handelsregister fees | CHF 800 – CHF 1’200 | CHF 600 – CHF 1’000 |
| SHAB publication | CHF 200 – CHF 400 | CHF 200 – CHF 400 |
| Lawyer / fiduciary fees | CHF 3’000 – CHF 8’000 | CHF 2’000 – CHF 5’000 |
| Sperrkonto fee (bank) | CHF 300 – CHF 500 | CHF 300 – CHF 500 |
| Total (excl. share capital) | CHF 6’800 – CHF 14’600 | CHF 4’600 – CHF 10’400 |
| Total (incl. minimum paid-in capital) | CHF 56’800 – CHF 64’600 | CHF 24’600 – CHF 30’400 |
The share capital is not a cost — it remains inside the company as operating capital and belongs to the shareholders. Professional fees vary by canton and by the complexity of the statuten (articles of association). Zug, Lucerne and Schwyz are among the least expensive cantons for registration. Zurich and Geneva charge higher notary and registry fees.
For founders choosing a Swiss bank account for the Sperrkonto, the bank selection process runs in parallel with the notarial preparation and does not add extra time to the formation timeline.
FAQs
The GmbH is cheaper. It requires CHF 20’000 fully paid-in share capital (Art. 777c OR) compared with CHF 100’000 nominal capital for the AG (Art. 621 OR), of which at least CHF 50’000 must be paid in at registration (Art. 632 OR). Professional fees (notary, registry, lawyer) are also lower for a GmbH because the statuten and formation documents are simpler.
The AG is generally regarded as more reputable, particularly in banking, insurance, commodities, construction and international trade. The CHF 100’000 capital requirement and the separation of board and management signal institutional maturity. Large Swiss firms (UBS, Nestlé, Novartis, Zurich Insurance) are all organised as AGs. For small service firms and consulting practices, a GmbH is entirely standard and carries no negative stigma.
Yes. Art. 54 of the Swiss Merger Act (FusG, SR 221.301) permits conversion from GmbH to AG and vice versa. The conversion is tax-neutral under the DBG restructuring provisions, does not require dissolution of the company, and takes 4-8 weeks. The share capital must be increased to at least CHF 100’000 (AG minimum) and a licensed auditor must confirm the equity position.
The AG. Its shares (Aktien) are freely transferable under Art. 684 OR, which makes investor entry and exit straightforward. Venture capital funds, private equity investors and institutional shareholders prefer the AG because it allows standard share purchase agreements, drag-along and tag-along provisions, and future IPO without changing the legal form. GmbH quotas require shareholder meeting approval for every transfer (Art. 785 OR), which creates friction.
Yes. Both forms permit a single founder under Art. 625 OR (AG) and Art. 775 OR (GmbH). A one-person AG (Einpersonen-AG) is legal, and the sole shareholder can also sit on the board of directors, provided at least one board member with individual signing authority is resident in Switzerland (Art. 718 para 4 OR). The same residency rule applies to the GmbH Geschäftsführer (Art. 814 para 3 OR).
At least one director (AG) or Geschäftsführer (GmbH) with individual signing authority must be domiciled in Switzerland (Art. 718 para 4 OR and Art. 814 para 3 OR). This person needs a Swiss residence permit (B or C permit) or Swiss/EU/EFTA citizenship with registration in a Swiss commune. Foreign founders who do not reside in Switzerland typically appoint a nominee resident director provided by a Swiss fiduciary such as Goldblum und Partner AG.
The AG is the standard form for Swiss holding companies. Shareholder privacy, free transferability of shares, the capital band (Kapitalband) and the ability to issue different share classes (ordinary, preferred, participation certificates) make the AG more flexible for multi-layered group structures. Both forms qualify equally for the participation exemption under DBG Art. 69-70 on dividends and capital gains from qualifying subsidiaries.
The AG requires CHF 100’000 nominal share capital (Art. 621 OR), of which at least CHF 50’000 or 20% per share (whichever is higher) must be paid in before Handelsregister registration (Art. 632 OR). The GmbH requires CHF 20’000, fully paid in before registration (Art. 773 and Art. 777c OR). Both amounts must be deposited into a blocked capital account (Sperrkonto) at a Swiss bank.
Yes. Conversion from AG to GmbH is permitted under Art. 54 FusG. The process involves a shareholders’ resolution (notarised), an auditor’s report, and a Handelsregister amendment. The surplus capital above CHF 20’000 can be returned to shareholders as a capital reduction under Art. 732-735 OR, subject to the creditor protection procedure (Art. 733 OR). The conversion itself is tax-neutral.
Both forms follow the same rules under Art. 727 OR. An ordinary audit is mandatory if the company exceeds two of three thresholds in two consecutive years: balance sheet total CHF 20 million, turnover CHF 40 million, 250 full-time employees. A limited (restricted) review under Art. 727a OR applies to smaller companies. Companies with 10 or fewer full-time employees may opt out of the audit entirely (opting-out) with the unanimous consent of all shareholders or quota holders.
The AG provides far more privacy. Only the board of directors (Verwaltungsrat) and signatories are named in the Handelsregister. AG shareholders are not published. In a GmbH, every quota holder is listed by name and quota amount in the Handelsregister and is visible on zefix.ch. Since 2023, AG shareholders holding 25% or more must disclose the beneficial owner under Art. 697j OR, but this register is kept internally and is not public.
Both forms take approximately 2-4 weeks from notarisation to Handelsregister entry. The GmbH process may be slightly faster in some cantons because the documents are less complex. The main timeline variables are Sperrkonto opening at the bank (1-5 working days), notary scheduling (1-2 weeks) and the workload of the cantonal commercial registry (1-2 weeks). Zug and Nidwalden are usually the fastest cantons for both forms.
The minimum share capital for a Swiss AG (Aktiengesellschaft) is CHF 100’000, of which at least CHF 50’000 (50%) must be paid in at the time of incorporation, as stipulated by Art. 621 and Art. 632 of the Swiss Code of Obligations (CO). For a GmbH (Gesellschaft mit beschränkter Haftung), the minimum capital requirement is significantly lower at CHF 20’000, and it must be fully paid in upon registration (Art. 773 CO). Both entity types allow contributions in cash or in kind. The AG structure suits businesses that anticipate raising larger amounts of equity, while the GmbH offers a more accessible entry point for smaller ventures. Capital contributions in kind require an independent auditor’s confirmation and a detailed formation report regardless of entity type.
Yes, a foreign national may hold 100% of the shares in a Swiss GmbH without restriction. Swiss corporate law does not impose nationality or residency requirements on shareholders of either a GmbH or an AG. However, Art. 814 CO requires that at least one managing director with signatory authority must be resident in Switzerland. This rule applies equally to the AG under Art. 718 CO, where at least one board member or executive director must be domiciled in Switzerland. In practice, many foreign entrepreneurs appoint a Swiss-resident nominee director or engage a fiduciary firm to satisfy this requirement. There are no foreign ownership caps, and the GmbH formation process for non-residents typically takes the same amount of time as for Swiss citizens, provided all documentation is properly apostilled.
The GmbH is generally the more practical choice for startups in Switzerland, primarily because of the lower capital requirement of CHF 20’000 compared to CHF 100’000 for an AG. Administrative costs are also reduced: a GmbH with fewer than 10 full-time employees may opt out of a full audit under Art. 727a CO, saving CHF 3’000–8’000 annually. The simpler governance structure — no formal board of directors is required — means fewer compliance obligations. However, if the startup plans to issue employee stock options or attract venture capital investors, the AG offers greater flexibility through bearer and registered shares, and its share transfer mechanism is less cumbersome (Art. 684 CO). For bootstrapped or early-stage companies with limited funding, the GmbH remains the default recommendation among Swiss legal practitioners.
No, individual shareholder names of a Swiss AG are not disclosed in the commercial register, which provides a degree of privacy not available with a GmbH. In an AG, only the board members and persons with signatory authority are listed publicly. By contrast, Art. 790 CO requires that all GmbH shareholders — including their names, domicile, and the nominal value of their shares — be recorded in the commercial register and are therefore accessible to the public. Since 2015 Swiss AGs must maintain an internal share register under Art. 686 CO, and beneficial owners holding more than 25% of shares must be reported to the company (Art. 697j CO). This information is not public but is available to authorities upon request, particularly under anti-money laundering regulations.
Registration of both an AG and a GmbH typically takes between 10 and 15 business days from the date the notarised deed of incorporation is signed. The process involves three main steps: drafting and notarising the articles of association, depositing the share capital into a blocked escrow account at a Swiss bank, and filing the application with the cantonal commercial register. Processing times vary by canton — Zurich and Zug tend to complete registrations within 7–10 days, while smaller cantons may take up to 15 days. If a company purchases a shelf AG or GmbH that is already registered, the transfer can be completed in as few as 3–5 business days. Additional time of approximately 2–4 weeks should be expected for obtaining a VAT number from the Federal Tax Administration.
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