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Knowledgebase
Opening a Swiss Corporation (Aktiengesellschaft)
Alex Buri, Off-Counsel
29 March, 2025
Table of Contents
- Incorporation Procedure for Swiss Stock Companies
- Requirements for Setting Up a Swiss AG
- Trading Name and Registered Address Requirements
- Shareholding and Management Requirements in a Swiss SA
- The Capital Structure of the Swiss Stock Corporation
- Licensing Requirements for a Swiss SA
- Taxation of the Swiss AG
- Accounting Requirements for Swiss Corporations
- The Uses of a Swiss Corporation
- The Swiss AG vs. the Swiss GmbH
- What Other Aspects Are There to Consider About the Swiss Corporation?
- FAQ - Frequiently Asked Questions about Opening a Swiss Corporation
Incorporation procedure for Swiss stock companies
To open a stock corporation (Aktiengesellschaft, AG) in Switzerland, foreign and local entrepreneurs must follow a regulated procedure under the Swiss Civil Code and the Code of Obligations. The company must be registered with the Commercial Register of the canton in which it will operate.
To register a company in Switzerland, entrepreneurs must follow a formal procedure. This includes choosing a unique company name, submitting it for approval to the Swiss Commercial Register, and preparing key documents such as passports and Articles of Association. Additionally, a Swiss bank account must be opened to deposit the required share capital before registration is finalized. Once completed, the company is officially recognized by Swiss authorities and can begin its operations.
The incorporation process begins with choosing a unique company name, which must be submitted to the Commercial Register for approval. Next, a public deed of incorporation is prepared by a notary, which includes:
To register a company in Switzerland, entrepreneurs must follow a formal procedure. This includes choosing a unique company name, submitting it for approval to the Swiss Commercial Register, and preparing key documents such as passports and Articles of Association. Additionally, a Swiss bank account must be opened to deposit the required share capital before registration is finalized. Once completed, the company is officially recognized by Swiss authorities and can begin its operations.
The incorporation process begins with choosing a unique company name, which must be submitted to the Commercial Register for approval. Next, a public deed of incorporation is prepared by a notary, which includes:
- Valid passports of the founders;
- Drafted and notarized Articles of Association.
Aspect | Details |
Applicable law | Swiss Company Act, Stock Corporation Law (2023) |
Minimum number of shareholders | 1 |
Minimum number of directors | 3 |
Resident director required | Yes (at least one must reside in Switzerland) |
Local registered address | Mandatory |
Minimum share capital | CHF 100,000 (20% payable at registration) |
Swiss bank account required | Yes |
Permitted uses | Large-scale operations, listing on stock exchanges |
Shareholder liability | Limited to capital contribution |
In-person registration required | No (can be done via proxy) |
Corporate tax regime | Applied on worldwide income |
Corporate tax rate | Federal: 8.5% + cantonal/municipal rates |
Audited financials required | Yes |
Key advantages | Credibility, share issuance, foreign investor-friendly |
Company formation support | Available via local agents |
Requirements for setting up a Swiss AG
To establish a Swiss stock corporation (AG or SA), certain legal and structural conditions must be met. These requirements cover shareholders, capital, directors, and auditors, and are stipulated by the Swiss Code of Obligations.
Key incorporation conditions:
Key incorporation conditions:
- At least one shareholder, who can be a natural person or a legal entity;
- Minimum share capital of CHF 100,000, of which at least 20% (but not less than CHF 50,000) must be paid in upon registration;
- A Swiss bank account is required to deposit the share capital, which remains blocked until the company is officially incorporated.
- Bearer shares (must be fully paid at incorporation);
- Registered shares;
- Preference shares and non-voting shares (e.g., participation certificates).
- Must have a Board of Directors;
- Must appoint at least one auditor, unless exempt (see accounting section);
- At least one director must be a Swiss resident. If multiple directors are appointed, the majority should reside in Switzerland;
- Corporate directors are not allowed;
- Key management roles (optional) can be created but do not require shareholder status.
- Must have a registered office in Switzerland;
- Must appoint a signatory with sole authority, or two with joint signature rights, residing in Switzerland;
- Annual accounting statements must be filed with the Commercial Register.
- Revenue under CHF 20 million, or
- Balance sheet total under CHF 10 million, or
- Fewer than 200 employees,may submit financial statements every two years instead of annually.
Trading name and registered address requirements
To successfully register a Swiss stock corporation (SA/AG), the business must comply with specific rules concerning the company name and its registered office.
Company name:
Company name:
- The chosen name must be unique nationwide and comply with Swiss naming regulations;
- It must include the designation "AG" or "SA" to reflect the legal form;
- At least three name variants should be submitted to the Commercial Register to ensure approval.
- A local Swiss address is mandatory for company registration;
- This address serves as the official headquarters for legal and tax correspondence;
- If a physical office is not immediately available, a virtual office is an acceptable alternative during the initial stage;
- The virtual office must provide: mail handling, legal address use, and, if needed, dedicated phone/fax lines.
- Our firm offers virtual office services in major Swiss cities, helping foreign investors establish presence quickly and cost-effectively.
Shareholding and management requirements in a Swiss SA
The Swiss stock corporation (SA or AG) has more complex structural obligations than a GmbH, especially in terms of corporate governance. These requirements ensure transparency, legal compliance, and separation of control.
Shareholding rules:
Our company formation consultants in Switzerland can support you in meeting these requirements efficiently.
Shareholding rules:
- At least one shareholder is required to incorporate a Swiss SA;
- Shareholders can be individuals or legal entities;
- There are no nationality or residency restrictions for shareholders;
- Ownership can be fully foreign-held.
- The SA must appoint a Board of Directors, which oversees company strategy and management appointments;
- A minimum of three directors is required;
- At least one director must be a Swiss resident (can be granted residence permit for this purpose);
- Corporate directors are not permitted.
- The Board may appoint managers to handle day-to-day operations;
- These managers do not need to be shareholders;
- The law requires that at least one person with sole signing authority (or two with joint authority) be a resident of Switzerland.
Our company formation consultants in Switzerland can support you in meeting these requirements efficiently.
The capital structure of the Swiss stock corporation
The capital structure of a Swiss AG is designed to provide flexibility in terms of share types and control, while ensuring a solid legal and financial foundation.
Basic capital provisions:
- The minimum share capital is CHF 100,000;
- At least CHF 50,000 must be paid in at the time of incorporation, or 20% of the total subscribed capital, whichever is higher;
- The capital must be deposited into a blocked corporate bank account before registration;
- The company can issue registered shares, bearer shares (restricted), or other classes (e.g. participation certificates).
Share Type | Voting Rights | Profit Rights | Transferability |
Registered Shares | Yes | Yes | Recorded in shareholder register |
Bearer Shares | Yes | Yes | Freely transferable (only for listed/book-entry companies) |
Non-voting Shares (Partizipationsscheine) | No | Yes | Freely transferable |
Capital increase:
Swiss AGs may raise capital through:
- Ordinary capital increase approved by shareholders;
- Authorised capital increase, pre-approved and executed by the board;
- Conditional capital increase for convertible bonds and options programs.
Our Swiss legal advisors help plan and execute capital structuring tailored to your operational goals.
Investors often rely on the Benefits of a Holding Company model to manage risk while maintaining control over multiple subsidiaries.
Get in touch
Please contact us directly or via email if you require assistance. We are here to help you move forward.
Licensing requirements for a Swiss SA
In general, a Swiss stock corporation (SA/AG) does not need a special license to engage in regular commercial activities. Once the company is registered in the Commercial Register, it is allowed to operate unless its field of activity is regulated.
In Switzerland, escrow accounts are often utilized in specific transactions, providing secure management of funds during high-value deals such as mergers, acquisitions, or real estate investments. These services ensure that payments are only released when all terms of the contract are met, offering protection to both parties. For businesses in need of this service, Swiss banks offer reliable escrow account and services to ensure the proper handling of transactions.
Activities requiring licenses or authorization:
Some business sectors in Switzerland are subject to special oversight and require government authorization. These include:
If your business does not fall under a regulated category, no separate commercial license is needed beyond registration. However, the company must still:
In Switzerland, escrow accounts are often utilized in specific transactions, providing secure management of funds during high-value deals such as mergers, acquisitions, or real estate investments. These services ensure that payments are only released when all terms of the contract are met, offering protection to both parties. For businesses in need of this service, Swiss banks offer reliable escrow account and services to ensure the proper handling of transactions.
Activities requiring licenses or authorization:
Some business sectors in Switzerland are subject to special oversight and require government authorization. These include:
- Banking and financial services (regulated by FINMA);
- Insurance companies;
- Pharmaceuticals and medical products (regulated by Swissmedic);
- Telecommunications and broadcasting (regulated by OFCOM);
- Transport and logistics, including aviation and railways;
- Professional services such as auditing and fiduciary firms.
- Submitting detailed documentation about management, capital, compliance structures;
- Undergoing a due diligence check;
- Receiving confirmation from the appropriate federal agency.
If your business does not fall under a regulated category, no separate commercial license is needed beyond registration. However, the company must still:
- Notify VAT authorities if it exceeds the turnover threshold;
- Register with social insurance institutions if employing staff;
- Adhere to labor, consumer, and environmental laws.
Taxation of the Swiss AG
A Swiss AG (SA) is considered a resident legal entity and is therefore subject to taxation at the federal, cantonal, and municipal levels. Switzerland offers a competitive tax environment with various optimization options, especially for holding and international business structures.
Swiss banks have long been known for their high level of confidentiality and bank secrecy in Switzerland. Although international agreements have altered the landscape of banking secrecy, Swiss AGs continue to benefit from a relatively high degree of privacy when managing their financial operations. This makes Switzerland a secure jurisdiction for business operations, especially for international companies seeking privacy.
Corporate income tax:
Swiss banks have long been known for their high level of confidentiality and bank secrecy in Switzerland. Although international agreements have altered the landscape of banking secrecy, Swiss AGs continue to benefit from a relatively high degree of privacy when managing their financial operations. This makes Switzerland a secure jurisdiction for business operations, especially for international companies seeking privacy.
Corporate income tax:
- The federal corporate income tax rate is 8.5% on net profit after tax;
- Cantonal and municipal tax rates vary significantly depending on location (typically between 11% and 21%);
- The combined effective tax rate ranges between 12% and 25%.
- A 35% withholding tax applies to dividends paid to shareholders;
- This may be reduced or eliminated under double taxation treaties or the EU Parent-Subsidiary Directive;
- No withholding tax applies to interest or royalties under certain conditions.
- Deductions are available for business expenses, including salaries, rent, R&D, and depreciation;
- The participation exemption applies to income from qualifying shareholdings (e.g. dividends from subsidiaries);
- Losses can be carried forward for up to 7 years.
- Companies with revenue exceeding CHF 100,000 per year must register for Swiss VAT (standard rate: 8.1%);
- Employers must register for social security and pension fund contributions.
Accounting requirements for Swiss corporations
Swiss AGs are required to maintain accurate and transparent financial records, in line with the Swiss Code of Obligations. Accounting obligations vary depending on the company’s size, business activity, and group structure.
General obligations:
Consolidated financial statements:
General obligations:
- Prepare and keep accounting records in accordance with Swiss GAAP or international standards (IFRS/US GAAP, if applicable);
- File annual financial statements, including balance sheet, profit and loss account, and explanatory notes;
- Submit financials to the Annual General Meeting for approval;
- Maintain documentation for a minimum of 10 years.
Type of audit | Conditions | Obligation |
Ordinary audit | If two of the following are met: turnover ≥ CHF 40M, assets ≥ CHF 20M, ≥ 250 FTEs | Mandatory |
Limited audit | If 10+ FTEs | Required, unless waived by unanimous shareholder decision |
No audit | Less than 10 FTEs and all shareholders waive audit | Optional |
- Required if the AG is part of a group structure exceeding certain thresholds or if the parent is publicly listed;
- Must follow Swiss GAAP FER or IFRS, depending on listing and investor requirements.
The uses of a Swiss corporation
A Swiss AG (SA) is a versatile legal structure that supports a wide range of business objectives. Thanks to its strong reputation, credibility, and flexible governance model, it is used for both domestic and international ventures. The Swiss AG is particularly attractive to foreign investors because of its flexible shareholder rules, strong corporate governance framework, and the possibility to raise capital via public markets. This makes it one of the most preferred companies in Switzerland for large-scale operations.
Common uses of a Swiss stock corporation:
Our consultants help structure your Swiss AG based on your sector, tax goals, and growth ambitions.
Common uses of a Swiss stock corporation:
- Trading and import-export: Switzerland's central location and trade agreements make it ideal for logistics and cross-border commerce;
- Finance and asset management: AGs are widely used in private banking, investment advisory, and wealth management;
- Holding structures: Many international groups use AGs as intermediate holding companies, benefiting from tax treaties and participation exemptions;
- Technology and innovation: Suitable for high-tech startups, R&D firms, and digital enterprises, especially those pursuing IP protection and global expansion;
- Consulting and professional services: Ideal for firms requiring limited liability, brand recognition, and structured governance;
- Real estate development: AGs are often used for property investment and construction ventures, with clear shareholding and exit options.
Our consultants help structure your Swiss AG based on your sector, tax goals, and growth ambitions.
The Swiss AG vs. the Swiss GmbH
When choosing a legal form for a business in Switzerland, entrepreneurs often compare the AG (Aktiengesellschaft) and the GmbH (Gesellschaft mit beschränkter Haftung). Each has distinct features regarding capital, governance, and disclosure.
Key differences:
Which to choose?
Key differences:
Aspect | AG | GmbH |
Minimum capital | CHF 100,000 (CHF 50,000 paid-in) | CHF 20,000 (fully paid-in) |
Shareholder liability | Limited to share capital | Limited to share capital |
Shareholder visibility | Anonymous (not publicly disclosed) | Publicly listed in Commercial Register |
Management structure | Board of Directors | One or more Managing Directors |
Share transferability | Freely transferable (in listed companies) | Requires approval by other members |
Prestige & credibility | Higher (preferred by investors & banks) | Moderate (popular for SMEs) |
Audit requirements | More likely (due to size) | Less frequent (may be exempt) |
Which to choose?
- AG is ideal for larger ventures, holding companies, and businesses with global ambitions or external investors;
- GmbH is better suited for smaller enterprises, family-owned businesses, and startups seeking simplified governance.
What other aspects are there to consider about the Swiss corporation?
In addition to ongoing tax compliance, company liquidation in Switzerland is an important aspect to consider for any business looking to cease operations or dissolve. The liquidation process involves notifying the Swiss Commercial Register, settling any outstanding debts, and distributing remaining assets to shareholders. It’s crucial that the company follows the legal requirements to ensure a smooth and compliant liquidation.
Ongoing obligations:
Ongoing obligations:
- Annual General Meeting (AGM) must be held within six months of the end of the financial year to approve accounts and decide on dividend payments;
- Maintain shareholder register and update it with any changes;
- File annual tax declarations and pay applicable federal and cantonal taxes;
- Comply with employment laws, including social contributions and pension registrations, if the company hires staff.
- Implement internal controls for financial reporting, especially if subject to audit;
- Maintain transparency in dealings with shareholders and directors;
- Ensure beneficial ownership disclosure where applicable under AML regulations.
- All Swiss AGs require a corporate bank account, opened with a Swiss financial institution;
- Share capital must be deposited prior to registration in a blocked account;
- Post-incorporation, the funds become available for business operations.
FAQ - Frequiently Asked Questions about Opening a Swiss Corporation
A Swiss AG must have a minimum share capital of CHF 100,000. At least CHF 50,000 or 20% of the subscribed capital must be paid in at incorporation.
Yes. There are no restrictions on foreign ownership. Shareholders can be individuals or legal entities from any jurisdiction.
Yes. At least one director must be a Swiss resident with sole signing authority or two with joint signing authority.
Audit requirements depend on company size. Large AGs must undergo an ordinary audit, while smaller ones may qualify for a limited audit or be exempt.
Yes. Swiss AGs can issue registered shares, bearer shares (under strict conditions), non-voting shares, and participation certificates.
AGs are subject to federal, cantonal, and municipal corporate taxes, with effective rates ranging from 12% to 25%. VAT and withholding taxes may also apply.
The incorporation process generally takes up to 20 business days, including name reservation, capital deposit, and Commercial Register approval.
A local registered address is required. This can be a physical or virtual office providing legal and mail-handling services.
Yes. Swiss AGs benefit from over 100 double taxation treaties, which can reduce withholding taxes and avoid double taxation on income.
AGs offer more anonymity for shareholders, greater prestige, and easier access to investment, while GmbHs are simpler and more cost-efficient for small businesses.