Swiss Company Annual Compliance: AG & GmbH Requirements Checklist

Every Swiss AG and GmbH faces a set of recurring annual obligations that arise from the Swiss Code of Obligations (Obligationenrecht, OR), federal and cantonal tax law, and social insurance legislation. These obligations are not optional and carry legal consequences when missed: late AGMs, unaudited accounts, unpaid AHV contributions, and late tax filings can each result in penalties, liability exposure, or loss of good standing with cantonal authorities. This checklist covers every annual compliance requirement a Swiss company must meet, with the applicable legal basis, deadlines, and practical notes.

Overview: What Swiss Annual Compliance Involves

Swiss annual compliance for an AG or GmbH covers six distinct domains:

• ›Corporate governance: Holding the annual general meeting (Generalversammlung), approving accounts, electing the board, and discharging directors.
• ›Accounting and financial statements: Preparing annual accounts under OR art. 957-958 and having them audited if required.
• ›Corporate tax: Filing the cantonal and federal income tax return and paying advance tax instalments.
• ›VAT: Filing quarterly or semi-annual VAT returns (MWST-Abrechnung) with the ESTV.
• ›Payroll and social insurance: Monthly AHV/ALV/BVG employer contributions, year-end payroll certificates (Lohnausweise), and Quellensteuer (withholding tax) for foreign employees.
• ›Commercial register: Notifying the Handelsregisteramt of any structural changes to the company during the year.

The sections below address each domain in detail. A consolidated Annual Compliance Calendar at the end of this article provides a month-by-month reference.

Annual General Meeting (AGM) Requirements

Under OR art. 699 para. 2, every Swiss AG must convene an ordinary general meeting (Generalversammlung) within six months after the close of each financial year. For a company with a 31 December year-end, the deadline is 30 June. For a GmbH (Gesellschaft mit beschraenkter Haftung), the equivalent annual meeting of partners (Gesellschafterversammlung) carries the same six-month requirement.

Mandatory AGM agenda items

• ›Approval of the annual financial statements (Jahresrechnung) and annual report
• ›Resolution on the appropriation of the balance sheet profit or covering of a loss
• ›Discharge (Decharge) of the members of the board of directors for the past financial year
• ›Election or re-election of members of the board of directors (if mandates expire)
• ›Election or re-election of the external auditor, if one is required or has been appointed

AGM procedure and documentation

The notice period for an AGM is at least 20 days before the meeting date for an AG (OR art. 700), unless all shareholders are present and none objects. The meeting may be held as a physical gathering, by circulation (Zirkularbeschluss), or in recent practice by video conference if the articles of association or the board permit. Minutes (Protokoll) of the meeting must be kept and signed by the chair and secretary. These minutes are not filed with the commercial register as a matter of routine but must be available on request from shareholders, auditors, and tax authorities.

Financial Statements and Accounting Obligations

Swiss accounting obligations are set out in OR art. 957-958. Every AG and GmbH with annual revenue above CHF 500,000 is subject to full accounting (ordentliche Buchfuehrung), requiring a full balance sheet, income statement, and notes (Anhang). Companies below CHF 500,000 in revenue may use simplified income-and-expenditure accounting, but most professional advisers recommend full double-entry bookkeeping regardless of size for audit, tax, and financing purposes.

Components of the annual accounts

• ›Balance sheet (Bilanz): Assets, liabilities, and equity as of the fiscal year-end date.
• ›Income statement (Erfolgsrechnung): Revenue, costs, operating profit, and net profit for the year.
• ›Notes (Anhang): Disclosures required by OR art. 959c, including accounting policies, significant transactions, related-party dealings, and contingent liabilities.
• ›Cash flow statement and management report: Required additionally for companies subject to ordinary audit (OR art. 961-961b).

Annual accounts must be prepared in accordance with Swiss GAAP (OR-Rechnungslegung) unless the company has elected to apply Swiss GAAP FER or IFRS, which are permitted but not mandatory for private companies. Accounts must be presented to the AGM for approval and retained for ten years.

Statutory Audit Requirements

Swiss audit requirements follow a three-tier structure based on company size. The applicable tier determines the audit scope, the auditor qualifications required, and the associated cost.

The ordinary audit thresholds are assessed over two consecutive financial years. A company that exceeds two of the three thresholds in both year N and year N-1 is subject to ordinary audit from year N+1. Conversely, a company that drops below the thresholds for two consecutive years may revert to limited audit.

The Opting-out mechanism

The audit opt-out is widely used by Swiss SMEs and founder-owned companies. Under OR art. 727a para. 2, a company with no more than 10 full-time equivalent employees may waive the limited audit by unanimous resolution of all shareholders (for an AG) or all partners (for a GmbH). The resolution must be adopted at each AGM; it cannot be made once and left standing indefinitely. Shareholders who later request reinstatement of the audit (Opting-up) may do so at any time.

Corporate Tax Filing

Swiss corporate income tax is levied at three levels: federal (Bund), cantonal (Kanton), and communal (Gemeinde). Federal and cantonal/communal returns are typically filed together via the cantonal tax authority, which coordinates assessment with the Federal Tax Administration (ESTV).

Filing deadlines by selected canton

For Canton Zug, the standard deadline for the corporate tax return (for companies with a 31 December year-end) is 30 June of the following year. Extensions are routinely granted and companies working with a fiduciary typically file in the autumn after obtaining a formal extension from the Steuerverwaltung Zug. Advance tax payments (Vorauszahlungen) are required quarterly based on the estimated tax liability, with final reconciliation after assessment.

What the return covers

• ›Net taxable profit derived from the approved annual financial statements
• ›Adjustments for non-deductible expenses (e.g., excessive related-party payments, non-business costs)
• ›Loss carryforward deductions (up to seven years under DBG art. 67)
• ›Participation deduction (Beteiligungsabzug) for qualifying dividend income and capital gains from qualifying shareholdings (DBG art. 69)
• ›Capital tax (Kapitalsteuer) on equity, calculated separately from income tax

VAT Compliance

Swiss VAT (Mehrwertsteuer, MWST) is governed by the MWSTG (Bundesgesetz uber die Mehrwertsteuer). Registration is mandatory once worldwide annual turnover exceeds CHF 100,000 (art. 10 MWSTG). Newly incorporated companies anticipating revenue above this threshold should register at formation or before the first taxable supply is made.

VAT rates (2026)

• ›Standard rate: 8.1% (applies to the majority of commercial supplies of goods and services)
• ›Reduced rate: 2.6% (food, non-alcoholic beverages, books, newspapers, medicine)
• ›Special accommodation rate: 3.8% (hotel accommodation)
• ›Zero rate / exempt: Exports, certain financial and insurance services, healthcare, and education

Reporting methods and filing frequency

VAT returns must be filed and payment made within 60 days after the end of each reporting period. Late filing and late payment attract interest charges and, for repeated non-compliance, formal ESTV enforcement action. Companies using the effective method must reconcile input VAT credits against output VAT charged; the net amount is remitted to or refunded by the ESTV. See our dedicated guide on Swiss VAT for registration procedures and sector-specific guidance.

Payroll and Social Insurance (AHV/IV/ALV)

Once a Swiss AG or GmbH employs its first staff member (including directors receiving compensation), social insurance registration and monthly contribution payments become an ongoing annual obligation. The Swiss social insurance system covers five branches relevant to employers: AHV/IV/EO (first pillar), ALV (unemployment), BVG (occupational pension), UVG (accident), and KTG (sick pay). See our full guide on Swiss payroll and social insurance.

Monthly employer contributions

BVG occupational pension thresholds (2026)

BVG coverage is mandatory for employees earning above the entry threshold of CHF 22,680 per year (as of July 2026). The coordination deduction (Koordinationsabzug) is CHF 26,460 per year, which is deducted from gross salary to calculate the insured BVG salary (Koordinierter Lohn). The upper limit of the annual salary is CHF 90,720 per year. Employees earning above this ceiling are not mandatorily insured on the excess, but most pension plans offer supra-mandatory coverage. Risk coverage (death and disability insurance) starts from age 17; savings accumulation begins at age 25.

Year-end payroll obligations

• ›Lohnausweis (salary certificate): Issued to each employee by January of the following year. Must report all salary components, benefits in kind, share options, and social insurance deductions. The ESTV provides the standardised Lohnausweis form (Form 11).
• ›AHV annual reconciliation (Lohnbescheinigung): Submitted to the cantonal AHV compensation office (e.g., SVA Zug) annually, showing total payroll and confirming contributions paid through the year. Any underpayment is settled; overpayments are refunded.
• ›Quellensteuer (withholding tax): For foreign employees without a C permit, the employer deducts income tax from salary monthly and remits it to the cantonal tax authority. Annual reconciliation is required by 31 March of the following year in most cantons.
• ›Family allowances (Familienzulagen): The employer pays family allowances to qualifying employees and recovers them from the cantonal FAK fund (Familienausgleichskasse), to which employer-only contributions of approximately 1.5-2.5% of payroll are made.

Commercial Register: What Must Be Reported

The Swiss commercial register (Handelsregister) maintained by the cantonal Handelsregisteramt is the authoritative public record of a company's legal status. While annual accounts are not filed with the commercial register for private AG and GmbH, a range of structural changes must be notified and registered during the year under the Handelsregisterverordnung (HRegV).

Events requiring commercial register notification

• ›Board composition changes: Appointment, resignation, or death of a director (Verwaltungsrat) or managing director (Geschaftsfuhrer) must be registered. Change takes effect legally from the date of entry in the register.
• ›Registered office (Domizil): Change of registered address within Switzerland must be notified to the commercial register of the relevant canton. Moving to a different canton requires deregistration and re-registration.
• ›Share capital changes: Capital increase (Kapitalerhoehung), capital reduction (Kapitalherabsetzung), and conditional capital exercises require formal notarial deed and commercial register entry.
• ›Company purpose (Zweck): Amendments to the stated purpose clause in the articles of association require an AGM resolution and commercial register filing.
• ›Authorised signatories: Changes to who holds Einzelunterschrift or Kollektivunterschrift signing authority must be registered and published in the SHAB (Schweizerisches Handelsamtsblatt).

Timely filing of register changes is both a legal obligation and a practical necessity: third parties dealing with the company (banks, counterparties, tax authorities) rely on the register to verify authorised signatories and corporate status. Notifications are filed through the online REGIX portal or via a notary.

Annual Compliance Calendar

The table below consolidates all annual compliance obligations for a Swiss AG or GmbH with a 31 December fiscal year-end, registered in Canton Zug. Deadlines for other cantons and fiscal year-ends should be adjusted accordingly.

Consequences of Non-Compliance

Swiss annual compliance is not merely administrative. Failures carry real legal and financial consequences:

• ›Missed AGM deadline: Directors can be held personally liable for failing to convene the AGM in time under OR art. 699. Shareholders may apply to the court to compel the meeting. In practice, a missed AGM also delays the approval of annual accounts, which in turn delays tax filings.
• ›Unpaid AHV contributions: The AHV compensation office has direct recourse against directors personally for unpaid employer AHV contributions under AHVG art. 52. Personal liability is strict if the failure to pay is attributable to negligence or intent.
• ›Late VAT filings: Interest at 4% per annum applies on overdue VAT. The ESTV may also impose administrative penalties for repeated non-filing and, in serious cases, refer matters for criminal prosecution under the MWSTG.
• ›Over-indebtedness (Uberschuldung): If annual accounts reveal that the company's liabilities exceed its assets (both at going-concern and liquidation values), OR art. 725b requires the board to notify the court immediately. Failure to act exposes directors to liability under OR art. 754.
• ›Commercial register failures: Acting with unregistered signatories or failing to register a board change can invalidate contracts and create disputes about the authority of persons who have signed on behalf of the company.

Further Reading

• >Swiss accounting and payroll services for AG and GmbH
• >Swiss payroll management and AHV registration
• >Swiss corporate tax guide
• >Swiss VAT registration and compliance
• >Fiduciary services in Switzerland
• >Contact our Zug compliance team