Swiss news
17.03.2025

Last Update: 10.04.2026

Swiss company register

Everyone has the opportunity to register a company in Switzerland. The legislation of this state has fewer barriers to entrepreneurship than any other European country. A company in Switzerland will allow you to do business throughout the EU. Next, we will look at how to register a company in Switzerland?

Swiss company register

Types of Companies in the Swiss Commercial Register

The Swiss Handelsregister (commercial register) records the following legal forms under the Swiss Code of Obligations (OR, SR 220) and related statutes:

Legal formLegal basisCapital requirementKey features
Aktiengesellschaft (AG)OR Art. 620-763CHF 100’000 nominal; min. CHF 50’000 paid in (Art. 632 OR)Limited liability, shareholders not published in register, free transferability of shares (Art. 684 OR). At least one director resident in CH (Art. 718 para 4 OR).
Gesellschaft mit beschränkter Haftung (GmbH)OR Art. 772-827CHF 20’000 fully paid in (Art. 777c OR)Limited liability, all quota holders named in register, transfers require GM approval (Art. 785 OR). At least one Geschäftsführer resident in CH (Art. 814 para 3 OR).
Einzelunternehmen (Sole Proprietorship)OR Art. 934No minimumMandatory registration if turnover exceeds CHF 100’000. Unlimited personal liability. Suited for freelancers, consultants, medical professionals.
Kollektivgesellschaft (General Partnership)OR Art. 552-593No minimumTwo or more natural persons. All partners have unlimited and joint liability. Registration mandatory.
Kommanditgesellschaft (Limited Partnership)OR Art. 594-619No minimumAt least one general partner with unlimited liability and one limited partner. Limited partner liable up to their capital contribution.
Genossenschaft (Cooperative)OR Art. 828-926No minimumMinimum seven members. Democratic governance (one member, one vote). Common in agriculture, housing and financial services.

The Swiss AG is the most common form for international holding structures due to shareholder privacy and the participation exemption under DBG Art. 69-70. The Swiss GmbH is the most popular form for owner-operated SMEs and first-time founders due to its lower capital requirement.

Swiss Company Registration: Procedure, Timeline and Costs

The registration procedure for an AG or GmbH follows a fixed sequence prescribed by the Swiss Code of Obligations and the Commercial Register Ordinance (Handelsregisterverordnung, HRegV, SR 221.411):

  1. Name clearance: search the central company index at zefix.ch to confirm that the desired company name is available. The name must be distinctive and not misleading under Art. 944-956 OR.
  2. Draft the articles of association (Statuten): the Statuten define the company purpose, capital structure, share classes, governance and signing authority rules. A qualified Swiss lawyer or fiduciary drafts the Statuten in compliance with OR Art. 626-627 (AG) or Art. 776-776a (GmbH).
  3. Open a capital payment account (Sperrkonto): deposit the required share capital at a Swiss bank. For an AG: minimum CHF 50’000 (Art. 632 OR). For a GmbH: CHF 20’000 in full (Art. 777c OR). The bank issues a Kapitaleinzahlungsbestätigung (capital payment confirmation).
  4. Notarisation of the deed of incorporation: a Swiss notary public authenticates the founding act (Errichtungsakt) in the presence of the founders or their authorised representatives. The notary also prepares the Stampa and Lex Friedrich declarations.
  5. Filing with the cantonal Handelsregister: the notary submits the application, Statuten, deed, capital confirmation and declarations. The cantonal register reviews the documents and creates the company entry.
  6. Publication in the SHAB: after entry, the company is published in the Schweizerisches Handelsamtsblatt (SHAB) and receives a UID (Unternehmens-Identifikationsnummer) under the UIDG (SR 431.03).
  7. Bank account release: the bank releases the blocked capital to the company’s operating account upon presentation of the Handelsregister extract.

Timeline: 2-4 weeks from notarisation to Handelsregister entry. Zug and Nidwalden are among the fastest cantons.

Typical costs (excluding share capital):

  • Cantonal commercial registry fees: CHF 600-1’000
  • Notarial fees: CHF 1’500-3’500
  • SHAB publication: approx. CHF 300
  • Legal/fiduciary fees for drafting Statuten and coordination: CHF 2’000-5’000

Goldblum und Partner AG at Baarerstrasse 25 in Zug offers all-inclusive first-year packages starting at CHF 22’000-28’000 for a GmbH and CHF 55’000-65’000 for an AG (including the share capital that remains inside the company).

Related reading: Swiss company formation, GmbH formation guide and company registration steps.

Would you talk with someone in our company regarding any issues? Just drop us a line!

Business taxation in Switzerland

A company must use Swiss company register search and register with the Federal Tax Administration (FTA) to become subject to taxation in Switzerland. When contacting the authority, you must have confirmation of the company’s registration, that is, the UID number. You can personally request registration at territorial offices or carry out the procedure online. The applicant does not receive additional data or a separate taxpayer number; subsequent tax procedures are implemented through the UID code.

Business taxation in Switzerland

Corporate Taxation in Switzerland

Swiss companies are subject to corporate income tax at three levels: federal, cantonal and communal. The federal level is uniform across the country; cantonal and communal rates vary significantly.

Federal corporate income tax: 8.5% on pre-tax profit (effective 7.83% on after-tax profit) under Art. 68 of the Federal Direct Tax Act (DBG, SR 642.11).

Combined effective rates by canton (2026):

CantonCombined effective rate
Zug11.85%
Nidwalden11.97%
Lucerne12.20%
Schwyz14.60%
Basel-Stadt13.00%
Geneva14.00%
Zurich19.70%
Bern21.04%

Value Added Tax (VAT): under the VAT Act (MWSTG, SR 641.20), registration is mandatory once worldwide turnover exceeds CHF 100’000 (Art. 10 MWSTG). The 2026 VAT rates are 8.1% standard, 2.6% reduced (food, books, medicines, newspapers) and 3.8% accommodation.

Withholding tax: Switzerland levies a 35% withholding tax on dividends under the Federal Withholding Tax Act (VStG, SR 642.21). Swiss resident shareholders can claim a full refund; treaty-country residents benefit from reduced rates under the applicable double taxation agreement.

Would you talk with someone in our company regarding any issues? Just drop us a line!

Tax Benefits for Swiss Companies

Swiss corporate tax law provides several mechanisms that reduce the effective tax burden for qualifying companies:

  • Participation exemption (Beteiligungsabzug): under DBG Art. 69-70, dividends and capital gains from qualifying participations (≥10% stake or CHF 1 million market value) benefit from tax relief that effectively eliminates economic double taxation within corporate groups. This makes Switzerland one of the most attractive jurisdictions for holding companies.
  • Double tax treaty network: Switzerland has concluded more than 100 bilateral double taxation agreements, including UK, Germany, France, Italy, United States, UAE, Singapore, India and China. These treaties reduce or eliminate withholding tax on cross-border dividends, interest and royalties.
  • Patent box regime: under the Federal Act on Tax Reform and AHV Financing (STAF, in force from 1 January 2020), cantons may grant a patent box deduction of up to 90% on income from qualifying patents and comparable rights. Most cantons (including Zug, Nidwalden, Lucerne and Schwyz) have implemented patent box provisions.
  • Super-deduction for R&D: cantons may allow an additional deduction of up to 50% on qualifying research and development expenditure under STAF.
  • No capital gains tax on qualifying participations: capital gains from the sale of qualifying participations are exempt from federal and cantonal profit tax under the participation exemption (DBG Art. 70 para 4).
  • No currency controls: Swiss companies can hold and transfer any currency freely, with no restrictions on dividend repatriation or capital export.

The combined effect of the participation exemption, patent box, DTT network and low cantonal rates means that a properly structured Swiss holding company can achieve effective tax rates below 10% on passive income streams.

Buying an Existing Business from the Swiss Company Register

Foreign investors can acquire an existing Swiss company — either a shelf company (Vorratsgesellschaft) or an operating business — under the same conditions as Swiss nationals. The Lex Friedrich Act (BewG, SR 211.412.41) restricts only the acquisition of real estate, not shares in commercial companies.

Before purchase, the buyer should conduct legal and financial due diligence: review the most recent annual accounts under OR Art. 957-963b, verify outstanding tax liabilities at cantonal and federal level, check the Handelsregister and Betreibungsregister (debt collection register) for any pending claims, and confirm compliance with the Anti-Money Laundering Act (GwG, SR 955.0).

For an AG, share transfer is effected by endorsement of the share certificates (Namenaktien) or delivery (Inhaberaktien). For a GmbH, quota transfers require a public deed under Art. 785 para 1 OR and approval by the shareholders’ meeting. In both cases, the cantonal Handelsregister must be updated to reflect the new ownership structure.

Goldblum und Partner AG at Baarerstrasse 25 in Zug maintains an inventory of pre-registered shelf companies (both AG and GmbH) in Zug, Zurich, Lucerne and Nidwalden, ready for immediate transfer to foreign buyers.

Is it possible to buy a ready-made business for a foreigner

FAQs

The Handelsregister is the official Swiss commercial register maintained by each canton under the Commercial Register Ordinance (HRegV, SR 221.411). It records all companies operating in Switzerland, including their legal form, registered office, purpose, share capital, directors and signing authorities. The central index is published on zefix.ch by the Federal Office of the Commercial Register (EHRA).

Zefix (Zentraler Firmenindex) is the free online portal at zefix.ch maintained by the Federal Office of Justice. It allows anyone to search all Swiss registered companies by name, UID number, registered office or canton. Each entry links to the full cantonal Handelsregister extract with details on capital, directors, signing authorities and registered address.

The UID (Unternehmens-Identifikationsnummer) is a unique 9-digit company identification number (format CHE-XXX.XXX.XXX) issued by the Federal Statistical Office under the UIDG (SR 431.03). It is assigned automatically upon Handelsregister entry and is required for all official correspondence, tax filings and VAT invoices. The UID register is publicly searchable at uid.admin.ch.

The Handelsregister records all Swiss legal forms: Aktiengesellschaft (AG, OR Art. 620-763), Gesellschaft mit beschränkter Haftung (GmbH, OR Art. 772-827), Einzelunternehmen (sole proprietorship, Art. 934 OR if turnover exceeds CHF 100’000), Kollektivgesellschaft (general partnership, Art. 552-593), Kommanditgesellschaft (limited partnership, Art. 594-619), Genossenschaft (cooperative, Art. 828-926), Stiftung (foundation, Art. 80-89a ZGB) and Verein (association, Art. 60-79 ZGB).

A standard AG or GmbH registration takes 2-4 weeks from notarisation to Handelsregister entry. The timeline depends on Sperrkonto opening at a Swiss bank (3-10 business days), notary scheduling, and the workload of the cantonal registry. Zug and Nidwalden are among the fastest cantons.

Typical costs excluding share capital: cantonal registry fees CHF 600-1’000, notarial fees CHF 1’500-3’500, SHAB publication approx. CHF 300, legal/fiduciary fees CHF 2’000-5’000. Total all-inclusive packages from Goldblum und Partner AG start at CHF 22’000-28’000 for a GmbH and CHF 55’000-65’000 for an AG (including share capital that stays inside the company).

Yes. Swiss law places no nationality or residence restriction on founders or shareholders. However, at least one director (AG, Art. 718 para 4 OR) or Geschäftsführer (GmbH, Art. 814 para 3 OR) with individual signing authority must be resident in Switzerland. Goldblum und Partner AG provides qualified resident director services.

The SHAB (Schweizerisches Handelsamtsblatt) is the Swiss Official Gazette of Commerce, published electronically at shab.ch. All new company registrations, amendments (name changes, capital increases, director changes) and deletions from the Handelsregister are published in the SHAB. Publication is mandatory and is part of the formal registration process.

Federal corporate income tax is 8.5% on pre-tax profit (effective 7.83%) under DBG Art. 68. Cantonal/communal rates vary: Zug 11.85%, Nidwalden 11.97%, Lucerne 12.20%, Schwyz 14.60%, Zurich 19.70%, Bern 21.04%. VAT is 8.1% standard, 2.6% reduced, 3.8% accommodation (MWSTG, SR 641.20). Withholding tax on dividends is 35% (VStG), refundable for Swiss residents.

Yes. Shelf companies (Vorratsgesellschaften) are already registered in the Handelsregister with a UID, bank account and clean history. The buyer acquires 100% of the shares and can start trading immediately. For a GmbH, quota transfer requires a public deed under Art. 785 para 1 OR. Goldblum und Partner AG maintains an inventory of shelf companies in Zug, Zurich, Lucerne and Nidwalden.

Any change to the company name, registered office, purpose, capital, directors or signing authorities must be filed with the cantonal Handelsregister via a notarised amendment (Mutation). The change becomes legally effective upon entry in the register and is published in the SHAB. For director changes in an AG, a board resolution is required; for GmbH Geschäftsführer changes, a shareholders’ meeting resolution under Art. 809 OR.

A company can be deleted from the Handelsregister by liquidation (Art. 736-746 OR for AG, Art. 820-826 OR for GmbH) or by order of the registrar if the company has no assets and no active business (Art. 934a OR). After deletion and SHAB publication, the company loses its legal personality. Creditors have a statutory objection period of at least 3 months before final deletion.

Would you talk with someone in our company regarding any issues? Just drop us a line!

Meet us in Zug

lawyer-in-germany

Call us now at +41 44 500 22 50 to set up an appointment with our experts in Zug, Switzerland. As our client, you will benefit from the expertise of our local consultants for opening a company in Switzerland.

We offer:

  • cost-efficiency: competitive company formation prices;
  • prompt response to your inquiry (maxim 24 hours);
  • free and complete legal information featured on our site, at your disposal.

Testimonials

Michael Schmidt
Lucas Schmid

Working with swisscompanyformation.com has been an exceptional experience. Their team provides comprehensive support for all legal aspects of company formation in Switzerland, ensuring a smooth and efficient process.

View all testimonials

Last news