AG vs GmbH
Swiss AG or GmbH?
The complete decision guide.
Both the AG and the GmbH provide limited liability and full Swiss corporate status. The correct choice depends on four factors: shareholder privacy requirements, capital availability, future fundraising plans, and FINMA eligibility. This guide covers every dimension.
CHF 100K
AG minimum capital
CHF 20K
GmbH minimum capital
Private
AG shareholder register
Public
GmbH member register
Legal Entities
Swiss legal entities:
which company type is right for you?
Switzerland offers seven principal legal forms. The AG and GmbH account for over 95% of foreign-owned structures. The choice affects capital requirements, shareholder privacy, share transferability, and ongoing compliance burden.
| Entity | Min. Capital | Liability | Public Register | Typical Use |
|---|---|---|---|---|
| AGAktiengesellschaft | CHF 100K (CHF 50K paid-in) | Shareholders limited to capital | Directors only; shareholders private | International holding, IPO, regulated business |
| GmbHGesellschaft mit beschränkter Haftung | CHF 20K (fully paid-in) | Members limited to capital | Members named publicly (ZEFIX) | SME, single-founder, family business |
| EinzelfirmaSole proprietorship | None | Unlimited personal liability | Required if revenue ≥CHF 100K | Freelancer, sole trader, low-risk activity |
| KGKommanditgesellschaft | None | General partner unlimited; limited partners to contribution | Both partners listed | Private equity, fund structures |
| BranchZweigniederlassung | None (foreign parent capital applies) | Parent company fully liable | Registered with parent entity reference | Market entry, regulatory presence |
| StiftungFoundation | CHF 50K typical (no statutory minimum) | Foundation assets only | Foundation board listed | Philanthropy, family wealth, asset holding |
| VereinAssociation | None | Association assets only | Optional registration | Non-profit, sports clubs, industry bodies |
AG
Aktiengesellschaft
Min. CHF 50,000 paid-in at incorporation; remainder callable later by board resolution
OR Art. 621.2 — USD, EUR, GBP etc. accepted since 2023 OR revision
Single-member AG permitted under revised OR
Only directors filed with ZEFIX; no public share register for AG
No notarisation required for ordinary shares; bearer shares abolished since 2019
General Meeting + Board of Directors + Audit Committee (OR Art. 698, 707, 727)
GmbH
Gesellschaft mit beschränkter Haftung
100% must be paid-in at incorporation; min CHF 100 per share (Stammanteil)
Single-member GmbH permitted
All Gesellschafter named publicly in ZEFIX commercial register
Public notary involvement for every transfer of shares
At least one Swiss-domiciled signatory required (OR Art. 814(3))
Full audit only if balance ≥ CHF 20M or revenue ≥ CHF 40M
Online registration approx. CHF 2,000; traditional notary route up to CHF 8,000
24h
Shelf companies — operational entity today
When speed matters, a shelf AG or GmbH bypasses the 2–6 week formation process entirely. We maintain 20 pre-incorporated shelf units with clean corporate history and no liabilities. Transfer is executed by notarised share assignment — you control the entity within 24 hours.
Decision Guide
AG vs GmbH — criterion
by criterion comparison
The correct choice depends on your use case. Privacy requirements, capital availability, future fundraising plans, and FINMA eligibility are the four decisive factors for most foreign clients.
| Criterion | AG | GmbH |
|---|---|---|
| Shareholder privacy required | ✓ High — shareholders not on public register | ✗ Low — all members named in ZEFIX |
| Minimum capital available | CHF 100,000 (CHF 50K paid-in) | ✓ CHF 20,000 (fully paid) |
| Speed of capital deposit | Slower — CHF 50K deposit process | ✓ Faster — CHF 20K deposit process |
| Share transferability | ✓ Free (no notarisation unless AOA restricts) | Notarised deed required every transfer |
| Investor / fundraising ready | ✓ Yes — standard for VC and PE rounds | Limited — notarisation slows share sales |
| FINMA-regulated activity | ✓ Required for banking licence, fund mgmt | Eligible but AG preferred by FINMA |
| IPO / exchange listing eligible | ✓ SIX, BX Swiss eligible | ✗ Not eligible for public listing |
| Governance complexity | 3 bodies required (GM, Board, Auditor) | ✓ Simpler — single managing director |
| Typical use case | International holding, VC/PE, FINMA entities | ✓ SME, sole founder, family business |
Choose AG if:
- → Shareholder privacy is a priority
- → You plan to raise investor funding
- → FINMA regulation applies to your business
- → You anticipate future share transfers
- → You are building a holding structure
Choose GmbH if:
- → You need the lowest capital outlay (CHF 20K)
- → Single founder, no investor plans
- → Operational SME or family business
- → Privacy is not a primary concern
- → Simple governance is preferred
Key Data
AG vs GmbH — How They Compare
Relative score on key criteria (higher = better for each criterion)
FAQ
Frequently asked
questions
Precise answers to the most common questions about forming a company in Switzerland. For specific advice on your structure, book a free consultation.
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