Swiss AG 2026: Formation, Capital, Taxation and Shareholder Guide

Swiss AG (Aktiengesellschaft): What it is and why it matters

A Swiss AG (Aktiengesellschaft, joint-stock company) is the flagship incorporated legal form of Swiss corporate law, governed by Articles 620-763 of the Swiss Code of Obligations (OR, SR 220). It requires CHF 100’000 nominal share capital, of which CHF 50’000 (or 20% of the nominal amount, whichever is higher) must be paid in before registration under OR Art. 632. Shareholders are protected by full limited liability, their identity is not published in the Handelsregister (only the board is), and the company is entered in the Commercial Register of its canton of seat, then published in the Schweizerisches Handelsamtsblatt (SHAB) and on zefix.ch.

Goldblum und Partner AG, a Swiss law firm based in Baarerstrasse 25, Zug, has incorporated Aktiengesellschaften for international founders since 2007. This guide explains the legal framework, capital structure, governance, taxation and typical first-year costs of a Swiss AG formation in 2026, with direct references to the Swiss Code of Obligations and the federal tax code (DBG). If you need the comparison with the GmbH, see our full GmbH in Switzerland guide.

Legal framework and capital structure of the Swiss AG

Every Aktiengesellschaft is defined by OR Art. 620 as a legal entity with its own firm, divided share capital and creditor protection limited to the corporate assets. Founding requires at least one shareholder (OR Art. 625, single-shareholder AG permitted since 2008), a public notarial deed of incorporation, articles of association, and the deposit of the paid-in share capital in a blocked Swiss bank account (Kapitaleinzahlungskonto or Sperrkonto).

Share capital requirements

• Nominal capital: minimum CHF 100’000 (OR Art. 621).
• Minimum paid-in at registration: CHF 50’000 or 20% of nominal, whichever is higher (OR Art. 632).
• Nominal value per share: at least CHF 0.01 (OR Art. 622 para 4, revised under the 2023 company-law reform).
• Capital currency: CHF, EUR, USD, GBP or JPY since 1 January 2023 (new OR Art. 621 para 2), provided the chosen currency is the company’s functional currency.

Governance and residency

An AG needs a board of directors (Verwaltungsrat) of at least one member (OR Art. 707). Under OR Art. 718 para 4, the company must be represented by at least one person resident in Switzerland; this residency requirement can be met by a single director or authorised signatory and does not require a Swiss majority on the board. Shareholders’ rights are exercised at the annual general meeting under OR Art. 698 (approval of accounts, appointment of auditors, release of the board).

Swiss AG vs GmbH quick comparison

When to choose a Swiss AG (and when a GmbH is enough)

The AG is the legal form of choice when the company needs to raise equity from more than a small circle of owners, protect shareholder identity, issue freely transferable shares, or act as the top holding company of an international group. The higher capital requirement (CHF 100’000 vs CHF 20’000 for a GmbH) is offset by three structural advantages that matter to serious investors:

• Shareholder privacy. Only the members of the Verwaltungsrat are entered in the Handelsregister and published on zefix.ch. Shareholders are recorded in the internal share register (Aktienbuch), which is not public. Beneficial owners with more than 25% must still be declared to the company under OR Art. 697j (anti-money-laundering transparency), but that information remains internal.
• Free transferability of shares. Registered shares of a Swiss AG can be transferred by endorsement without a notarial deed, which is critical for M&A transactions, share pledges, employee share schemes (ESOP) and equity rounds. A GmbH quota transfer, by contrast, requires a public deed and entry in the Commercial Register (OR Art. 785).
• Access to capital markets. Only an AG can list its shares on SIX Swiss Exchange or BX Swiss and issue bond instruments, convertibles and warrants under the Financial Services Act (FinSA/FIDLEG).

Typical Goldblum clients that choose an AG: family offices, Swiss holding companies for international groups, trading and commodity firms in Zug and Geneva, FINMA-regulated financial entities (banks, securities dealers, fund managers under FINIG), crypto projects structured under the DLT Act, and founders planning an equity financing round within 24 months.

Swiss AG formation: step-by-step process and timeline

Setting up a Swiss Aktiengesellschaft follows a fixed legal sequence. For details, see our guide on company registration guide.Skipping any step invalidates the incorporation. The usual total timeline is 2-4 weeks from first instruction to Handelsregister publication.

1. Company-name clearance. The intended firm name is checked against the central register (zefix.ch) and the Swiss Federal Commercial Registry Office (EHRA) rules. For details, see our guide on Swiss corporate tax.The name must contain the suffix “AG” or “SA” and must not be confusable with an existing firm.
2. Articles of association (Statuten). Drafted in German, French, Italian or English, specifying corporate purpose, seat, capital structure, share classes and signing authorities.
3. Blocked capital account (Kapitaleinzahlungskonto). Opened with a Swiss bank (UBS, ZKB, PostFinance or a cantonal bank). The founder wires CHF 100’000 (or at least CHF 50’000 paid-in plus acknowledgement of the remainder) and the bank issues a Kapitaleinzahlungsbestätigung.
4. Public notarial deed of incorporation. The founder (or proxy holder) signs the deed of formation before a Swiss notary, together with the declaration of subscription and the Stampa declaration on contributions in kind.
5. Application to the cantonal Handelsregister. The notary files the Handelsregisteranmeldung with the declaration of acceptance by directors and auditors (or opting-out declaration under OR Art. 727a if eligible).
6. Publication in SHAB. Once the cantonal registry approves the application, the new AG is entered in the Commercial Register, published in the Schweizerisches Handelsamtsblatt and made public on zefix.ch. Legal existence begins at that moment.
7. Release of the blocked account. The bank releases the paid-in capital to the company’s operating account upon presentation of the Handelsregister extract.
8. Tax and social-insurance registration. VAT with the Federal Tax Administration (ESTV), cantonal corporate tax, withholding tax (Verrechnungssteuer), AHV/IV social security and, if employees are hired, accident insurance (UVG) and BVG pension fund.

Goldblum’s all-inclusive AG formation package (first year) is between CHF 58’000 and CHF 68’000, including the CHF 50’000 paid-in capital that remains inside the company. The incremental cash cost is therefore about CHF 8’000-18’000, covering notary, cantonal Handelsregister, SHAB publication, registered Zug domicile address, qualified resident director for 12 months, compliance onboarding and first-year accounting setup.

Taxation of the Swiss AG in 2026

A Swiss AG is a fully taxable legal entity under Swiss federal and cantonal law. Since the Tax Reform and AHV Financing Act (TRAF) entered into force on 1 January 2020, the special holding, domicile and mixed-company regimes have been abolished; every AG is taxed on its worldwide profit at ordinary rates, mitigated by the patent box, R&D super-deduction and the participation exemption.

Federal and cantonal corporate income tax

• Federal direct tax: 8.5% on pre-tax profit (DBG Art. 68), which corresponds to an effective rate of 7.83% on after-tax profit because Swiss federal tax is deductible as a business expense.
• Cantonal + communal tax: added on top of the federal rate. Combined effective rates for an AG in 2026 are: Zug 11.85%, Nidwalden 11.97%, Lucerne 12.20%, Schwyz 14.60%, Basel-Stadt 13.00%, Geneva 14.00%, Zurich 19.70%, Bern 21.04%.

Participation exemption on dividends and capital gains

Under DBG Art. 69-70, a Swiss AG holding at least 10% of another company’s share capital (or participations with a market value of at least CHF 1 million) benefits from the participation exemption: qualifying dividends and capital gains on the participation are effectively exempt from corporate income tax. This makes the Swiss AG one of the most efficient holding vehicles in Europe.

Withholding tax on dividends

Dividends distributed by a Swiss AG are subject to 35% Swiss withholding tax (Verrechnungssteuer) under the Federal Withholding Tax Act (VStG). Swiss residents reclaim the full 35% through their personal or corporate tax return. Foreign shareholders reduce or eliminate the withholding through Switzerland’s network of more than 100 double-taxation treaties: 0% for qualifying EU parent companies under the EU-Swiss savings agreement, 5% for most treaty parents with a 10% stake, 15% for portfolio investors.

Capital tax

In addition to income tax, Swiss cantons levy a small capital tax on the AG’s equity (registered capital plus reserves). Rates range from 0.001% in Nidwalden to 0.2% in Geneva. Several cantons allow the cantonal corporate income tax to be credited against the capital tax (Zug, Lucerne, Schwyz, Obwalden, Nidwalden).

Swiss AG for UK, EU and non-EU founders

The Swiss AG is a neutral legal vehicle that works the same way regardless of the nationality or residence of the shareholders. There are no Swiss-ownership quotas, no requirements to employ Swiss nationals, and no restrictions on repatriating profits. Foreign founders routinely use it for three reasons.

• Double-taxation treaty network. Switzerland has double-tax treaties with more than 100 jurisdictions, including the United Kingdom (treaty in force since 1978, updated in 2017), the United States (2009), Germany, France, Italy, Spain, the Netherlands, Singapore, the UAE, Israel, China, India, Brazil and most of Latin America. Under the UK-Swiss treaty, the withholding tax on dividends from a Swiss AG to a UK corporate shareholder with a 10% stake is capped at 0%, and the UK does not tax dividends received by a UK corporate shareholder from a Swiss AG under the UK participation exemption.
• Access to Swiss banking. A Swiss AG with a Zug, Geneva or Zurich seat is accepted as a corporate client by UBS, ZKB, BCGE, PostFinance, Raiffeisen and most private banks without additional substance requirements beyond the standard AML onboarding under the Swiss Anti-Money Laundering Act (GwG). EU and UK founders value the diversification away from single-currency banking systems.
• Limited liability and asset protection. Shareholders of a Swiss AG are liable only up to their capital contribution (OR Art. 680). Personal assets are ring-fenced from corporate creditors, and Swiss civil law is one of the strictest in Europe against veil-piercing, making the AG a defensive tool for high-net-worth founders.

Goldblum provides the resident director, the registered Zug address, the blocked-account coordination and the full English-language onboarding package for non-resident founders. Most clients never need to travel to Switzerland for the incorporation: the deed of formation can be signed by proxy under a beglaubigte Vollmacht (apostilled power of attorney).

Ongoing compliance obligations of a Swiss AG

A live Swiss AG has six recurring legal obligations. Failing any of them triggers a cantonal Handelsregister inquiry or, in the worst case, ex-officio deletion under OR Art. 934a.

• Annual accounts under Swiss GAAP FER or CO. The board must prepare the annual financial statements (balance sheet, profit & loss, notes) in accordance with OR Art. 957-963b. Small companies may use the simplified single-entity accounts; larger groups must prepare consolidated accounts.
• Statutory audit. An ordinary audit is required for companies meeting two of three thresholds: balance sheet total > CHF 20 million, turnover > CHF 40 million, or more than 250 full-time employees (OR Art. 727). Smaller companies undergo a limited statutory audit (eingeschränkte Revision) under OR Art. 727a, or may opt out entirely if they have fewer than 10 full-time employees and all shareholders consent.
• Annual general meeting (Generalversammlung). Convened by the board within 6 months of the financial-year end (OR Art. 699) to approve the accounts, release the board, and elect auditors.
• Federal direct-tax return and cantonal corporate-tax return. Filed annually with the ESTV and the cantonal tax office.
• VAT returns (if registered). Quarterly filings with the ESTV for any AG whose annual turnover exceeds CHF 100’000 (Art. 10 MWSTG).
• Beneficial-owner register. Under OR Art. 697j, shareholders acquiring 25% or more of the share capital must notify the company within one month; the board maintains an internal register of beneficial owners available to the AML authorities on request.

Swiss AG formation with Goldblum und Partner AG

The Aktiengesellschaft is the most versatile corporate structure in Swiss law: CHF 100’000 capital, full limited liability, shareholder privacy, free share transferability, the participation exemption under DBG Art. 69-70, and immediate access to Switzerland’s network of over 100 double-tax treaties. For international founders, a Swiss AG turns Switzerland into a stable jurisdiction for holding, finance, trading and regulated activities under FINMA.

Goldblum und Partner AG has its seat at Baarerstrasse 25, Zug, and has been incorporating Swiss AGs for international clients since 2007. The first-year package is between CHF 58’000 and CHF 68’000, including the CHF 50’000 paid-in share capital that remains inside the company, the notarial deed of incorporation, the cantonal Handelsregister and SHAB publication fees, a Zug-registered domicile address, a qualified resident director for 12 months, and the full tax and VAT onboarding. The end-to-end timeline is 2-4 weeks and most clients never need to travel to Switzerland.

If you prefer to skip the 2-4 week incorporation timeline, a Swiss shelf company can be transferred in 3-5 working days. For the cantonal tax context, see the Swiss company taxation guide. To start a Swiss AG formation, contact Goldblum und Partner AG directly through the call-back form below.