Swiss Company Formation 2026: AG, GmbH and Holding Registration

Introduction

Forming a Swiss company means choosing between an Aktiengesellschaft (AG) with CHF 100’000 minimum share capital (of which CHF 50’000 must be paid in at incorporation under OR Art. 632) and a Gesellschaft mit beschränkter Haftung (GmbH) with CHF 20’000 fully paid-in capital under OR Art. 773. The whole process takes 2 to 4 weeks from capital deposit to entry in the Swiss Commercial Register (Handelsregister) at zefix.ch. Foreign founders can incorporate remotely with a notarised power of attorney, provided that at least one director with signing rights is resident in Switzerland (OR Art. 718(4) for AG, OR Art. 814(3) for GmbH).

This guide explains every stage of Swiss company formation in 2026: legal forms, capital requirements, notary and register fees, cantonal tax treatment, Swiss bank account opening, and the post-incorporation steps foreign investors routinely miss. It reflects the daily practice of Goldblum und Partner AG, a Swiss law firm based in Zug that has been forming companies for international founders since 2007.

Why foreign founders choose Switzerland in 2026

Switzerland is consistently ranked among the world’s most stable jurisdictions for corporate governance, wealth protection and cross-border banking. After the TRAF reform of 1 January 2020 abolished the old holding privilege, all companies pay the same cantonal rates — but cantonal competition kept effective combined rates remarkably low.

• Low effective tax: federal corporate income tax is 8.5% on profit after tax (effective 7.83%); combined federal, cantonal and communal rates run from 11.85% in Zug to roughly 21% in Bern.
• Over 100 double tax treaties: Switzerland maintains DTAs with every major trading partner, including the United States, the United Kingdom, the EU member states, the UAE, Singapore and India.
• Strong rule of law: the Swiss Code of Obligations (OR, SR 220) has regulated company law since 1911 and is updated incrementally, not rewritten.
• Banking access: Swiss banks remain willing to open corporate accounts for substance-based foreign-owned companies once KYC is completed properly.
• Crypto and fintech framework: the DLT Act in force since 1 August 2021 created the first European legal framework for DLT trading systems and security tokens, supervised by FINMA.
• Neutral reputation: a Swiss registered address and a CHE number carry genuine commercial weight with banks, suppliers and cross-border partners.

What types of companies can be formed in Switzerland?

Swiss corporate law in the Code of Obligations recognises several forms suitable for commercial activity. For foreign founders the practical choice is between the Aktiengesellschaft (AG, OR Art. 620), the Gesellschaft mit beschränkter Haftung (GmbH, OR Art. 772), a Zweigniederlassung (branch office, OR Art. 935) of a foreign parent, and a holding structure built on one of the above. The Einzelunternehmen (sole proprietorship) is used only by residents and does not accept foreign owners directly.

Comparison of Swiss legal forms

How Swiss company registration actually works

The registration process is the same for AG and GmbH and runs in six sequential stages. From the moment we hold your signed power of attorney, the end-to-end timeline is typically 14 to 21 working days.

1. Corporate name clearance — the cantonal commercial register confirms that the proposed name does not conflict with existing entries in the federal Zefix database.
2. Drafting of the Articles of Association in German, French or Italian, to be notarised in Switzerland.
3. Capital deposit into a blocked account (Sperrkonto) at a Swiss bank. The bank issues a capital deposit certificate that the notary requires at the deed.
4. Notarial deed of incorporation — the notary signs the public deed, either in person with the founders or on the basis of a notarised power of attorney.
5. Registration in the cantonal commercial register; the federal Handelsregisteramt publishes the entry in the Swiss Official Gazette of Commerce (SHAB).
6. Tax and VAT registration — the canton automatically issues a tax number; VAT registration with the Federal Tax Administration (ESTV) is mandatory above CHF 100’000 in Swiss turnover (MWSTG Art. 10).

Related reading: Swiss AG formation guide, GmbH registration and formation costs.

What does Swiss company formation actually cost in 2026?

Swiss formation costs split cleanly into three buckets: one-off incorporation fees, the blocked share capital (which is not a fee — it is your own money inside the company), and recurring operating costs. The table below reflects market rates in canton Zug in 2026; Zurich and Geneva run roughly 40-70% higher on notary fees due to cantonal fee scales.

Official fees and costs (Zug canton, 2026)

Your total cash outlay to form a Zug GmbH with a full first year of operations is typically around CHF 22’000 – CHF 28’000 (including the CHF 20’000 you are parking inside the company). For an AG the equivalent first-year figure is CHF 58’000 – CHF 68’000, of which CHF 50’000 is your paid-in capital and remains inside the company as working capital.

AG or GmbH — which should you choose?

Both forms benefit from limited liability and identical tax treatment. The practical differences are capital, governance, confidentiality and the signal each form sends to banks and investors.

Comparative overview: AG vs GmbH

How foreign companies operate in Switzerland

A foreign parent with no intention of creating a Swiss subsidiary can still establish a presence through a Zweigniederlassung (branch office, OR Art. 935) or a representative office. The branch is legally part of the parent — the parent bears full liability — but Swiss law treats it as an independent taxable establishment for corporate income tax purposes.

Branch office vs representative office

A branch is registered under the Swiss name of the parent with the addition “Zweigniederlassung [Canton]”. It receives its own CHE number and must file accounts with the cantonal tax administration. For most foreign operating businesses a Swiss subsidiary (AG or GmbH) is preferable because it ring-fences liability and simplifies banking; branches are typically used by international groups that want a Swiss VAT number or local contracting capacity without a full subsidiary.

How Swiss companies are taxed

Every Swiss company pays corporate income tax at three levels simultaneously: federal (DBG, flat 8.5% on profit after tax, effective 7.83%), cantonal, and communal. The cantonal and communal multipliers explain why the same profit generates very different tax bills in Zug versus Bern.

Effective combined corporate tax rates (2026)

Since the TRAF reform entered into force on 1 January 2020, the old holding privilege has been abolished. In its place, the federal participation exemption under DBG Art. 69-70 reduces tax on qualifying dividends and capital gains (10% participation or CHF 1 million book value). Swiss withholding tax of 35% applies to dividend distributions, fully refundable to Swiss residents and reducible to 0-15% under treaty rules. VAT is charged at 8.1% standard, 2.6% reduced (food, books, medicines) and 3.8% on accommodation since 1 January 2024 under MWSTG.

The Swiss Commercial Register — Handelsregister explained

Every Swiss company exists legally from the moment it is registered in the cantonal Handelsregister (OR Art. 643 for AG, Art. 779 for GmbH). The 26 cantonal registers are aggregated into a single federal database searchable at zefix.ch, where anyone can obtain a free company excerpt showing the current directors, signatories, share capital, registered office and the federal CHE enterprise identification number (the Unique Enterprise Identification Number introduced in 2011).
The legal framework is the Commercial Register Ordinance (HRegV, SR 221.411), which prescribes what must be filed and how quickly. Entries are public, but the identity of AG shareholders is not disclosed — only directors, auditors and signatories appear. For a GmbH, all quota holders are listed, which is why privacy-sensitive founders often prefer the AG form. Certified paper excerpts are available from the cantonal register for a small fee, typically CHF 40 per excerpt.

Can a Swiss company be owned by foreigners?

Yes. Swiss company law imposes no nationality or residency requirement on shareholders — an AG or GmbH can be 100% owned by foreign individuals or foreign entities. There is however a single, strict rule about governance: at least one director of an AG (OR Art. 718(4)) or managing officer of a GmbH (OR Art. 814(3)) must be resident in Switzerland and hold signing authority. This is known as the Doppelvertretung requirement (domestic representation).
If no beneficial owner relocates to Switzerland, foreign founders appoint a Swiss-resident fiduciary director with collective signing rights (never sole signing) to satisfy the OR requirement without surrendering control. Goldblum provides this nominee service through Swiss Rechtsanwalt directors who sign jointly with the beneficial owner. Without this single appointment, the commercial register will reject the incorporation file — it is the most common reason foreign self-registration attempts fail.

Swiss company formation for regulated financial services

Financial intermediaries, banks, insurers, asset managers and crypto businesses cannot rely on plain corporate registration alone. Each requires a licence from the Swiss Financial Market Supervisory Authority (FINMA) on top of the underlying AG or GmbH. The relevant legal bases are the Banking Act (BankG, SR 952.0), the Financial Market Infrastructure Act (FinfraG, SR 958.1), the Financial Institutions Act (FINIG), the Collective Investment Schemes Act (KAG) and the DLT Act in force since August 2021.
Common licence types for foreign founders include the fintech licence under BankG Art. 1b (accepts public deposits up to CHF 100 million without being a full bank), the DLT trading system licence under FinfraG for tokenised asset platforms, the asset manager licence for portfolio managers above CHF 100 million AuM, and the SRO affiliation for unregulated financial intermediaries under the Anti-Money Laundering Act (GwG, SR 955.0). Application timelines run from 4 months for an SRO affiliation to 12 months for a full banking licence; FINMA application fees start around CHF 5’000 for fintech and run into six figures for a full bank. The incorporation itself follows the normal AG route — the regulatory layer sits on top.

New incorporation vs Swiss shelf company

A Swiss shelf company is an AG or GmbH that has been incorporated but never traded. The entity exists in the commercial register with clean fiscal history, zero liabilities and its share capital intact. Buying one lets a founder skip the notary deed and Handelsregister queue; ownership is transferred through a notarised share transfer and an amendment of the Articles (new name, new purpose, new directors). A shelf GmbH can be operational in 3 to 5 working days, versus 14 to 21 for a new incorporation.

Comparison: new incorporation vs shelf company

Goldblum maintains a small inventory of clean shelf AGs and GmbHs in canton Zug. See our dedicated Swiss shelf company guide for the current inventory and pricing.

Practical advice for international investors

Beyond the incorporation itself, three operational areas tend to catch foreign founders off guard. Handling each one in parallel with the formation saves weeks of post-incorporation delay.

• Banking: Swiss banks will open a corporate account for a properly structured foreign-owned company, but KYC has tightened since 2015. Expect to provide source of funds documentation, a business plan, proof of residence for beneficial owners and, for non-EU owners, a description of the company’s commercial footprint in Switzerland. Start the Swiss bank account opening process in parallel with drafting the Articles, not after.
• Accounting and audit: small companies (below two out of three thresholds — CHF 20 million balance sheet, CHF 40 million turnover, 250 full-time employees) qualify for a limited review rather than a full audit (OR Art. 727). Companies under 10 full-time employees can opt out of any audit (Opting-Out, OR Art. 727a) with unanimous shareholder consent.
• VAT, payroll and social contributions: VAT is mandatory above CHF 100’000 of Swiss turnover but voluntary registration below that threshold can accelerate input tax recovery. Social security (AHV/IV/EO, ALV, BVG/LPP) applies from the first Swiss-paid salary franc and is administered at cantonal level.

Next steps — working with Goldblum und Partner AG

Forming a Swiss company is a formal procedure with clear legal rules, not a marketing promise. Whether you need the prestige of an AG, the efficiency of a GmbH, a Zweigniederlassung for a foreign group or a regulated structure for financial services, the Swiss Code of Obligations (OR), the Commercial Register Ordinance (HRegV) and the cantonal tax framework form a predictable, navigable path — provided you anchor the project in the right canton, budget the right capital, and appoint the right Swiss-resident director from day one.
Goldblum und Partner AG has been forming Swiss companies for international founders since 2007 from its office at Baarerstrasse 25 in Zug. A first consultation is free, and our Swiss Rechtsanwalt team will give you a written go / no-go on feasibility, banking access and tax exposure before you commit any capital. Contact us to book the initial call.