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Knowledgebase
Swiss GmbH Formation in 2025: Legal Setup, Tax, Costs & Licensing Guide
Alex Buri, Off-Counsel
5 April, 2025
Table of Contents
1. Overview of the Swiss GmbH structure
2. Quick facts about the GmbH
3. Required capital for establishing a Swiss GmbH
4. Documents needed to open a Swiss GmbH
5. Number of shareholders and company management
6. Company verification and audit requirements
7. Incorporation steps and procedures
8. Taxation in 2025 for Swiss GmbH
9. Tax rules for foreign-owned LLCs
10. Business licensing requirements
11. Key advantages of the Swiss GmbH
12. Main costs of opening a GmbH in 2025
13. Company name registration in Switzerland
14. Switzerland vs. Montenegro: LLC comparison
15. Business environment in Switzerland
16. FAQ: Forming a GmbH in Switzerland (2025)
2. Quick facts about the GmbH
3. Required capital for establishing a Swiss GmbH
4. Documents needed to open a Swiss GmbH
5. Number of shareholders and company management
6. Company verification and audit requirements
7. Incorporation steps and procedures
8. Taxation in 2025 for Swiss GmbH
9. Tax rules for foreign-owned LLCs
10. Business licensing requirements
11. Key advantages of the Swiss GmbH
12. Main costs of opening a GmbH in 2025
13. Company name registration in Switzerland
14. Switzerland vs. Montenegro: LLC comparison
15. Business environment in Switzerland
16. FAQ: Forming a GmbH in Switzerland (2025)
Overview of the Swiss GmbH structure
A GmbH in Switzerland (Gesellschaft mit beschränkter Haftung) is a private limited liability company and represents one of the most flexible business forms in the country. While it may not be as widely used as the joint stock company (SA), the GmbH remains a top choice for foreign investors and small to medium enterprises due to its simplified incorporation process and adaptable structure.
The registration procedure is straightforward and can be completed with the help of local consultants. Our Swiss company formation specialists assist clients through each phase — from choosing a trading name to submitting the required documentation.
Moreover, foreign companies that wish to conduct trading activities in Switzerland must apply for an EORI number. Our experts can also assist with this registration, as it is mandatory for cross-border transactions involving goods.
The registration procedure is straightforward and can be completed with the help of local consultants. Our Swiss company formation specialists assist clients through each phase — from choosing a trading name to submitting the required documentation.
Moreover, foreign companies that wish to conduct trading activities in Switzerland must apply for an EORI number. Our experts can also assist with this registration, as it is mandatory for cross-border transactions involving goods.
Quick facts about the GmbH
The Swiss GmbH is one of the most preferred business types among entrepreneurs, thanks to its streamlined setup and legal protections. Below are the core characteristics that define this legal form:
| Criteria | Details |
|---|---|
| Legal form | Private limited liability company (GmbH) |
| Shareholder liability | Limited to amount invested in share capital |
| Minimum share capital | CHF 20,000 |
| Number of shareholders | Minimum 1 (individual or corporate) |
| Local director required | Yes (at least one person residing in Switzerland) |
| Commercial registration | Mandatory |
| Corporate taxation | Federal, cantonal, and municipal levels |
| Transparency | Shareholders are listed in public records |
| Language of documents | German, French, or Italian depending on the canton |
| Bank account requirement | Mandatory prior to incorporation |
In addition to these basic features, a GmbH can be adapted to suit a wide range of industries — from consulting and IT to manufacturing and trade. It is also a popular format for holding companies, thanks to Switzerland’s extensive network of tax treaties.
Our consultants provide end-to-end support, including name reservation, bank introduction, document drafting, and filing with the Swiss Commercial Register.
Our consultants provide end-to-end support, including name reservation, bank introduction, document drafting, and filing with the Swiss Commercial Register.
Required capital for establishing a Swiss GmbH
To establish a GmbH in Switzerland, founders must provide a minimum share capital of CHF 20,000. This amount must be fully paid-in prior to registration, and proof of payment must be submitted with the incorporation documents.
Key considerations:
- The capital must be deposited into a blocked corporate bank account in Switzerland before registration;
- Once the company is officially incorporated, the funds are released and can be used for business activities;
- The capital can be increased later via shareholder resolution and notarial certification;
- In-kind contributions (non-cash assets) are also permitted but must be valued and confirmed by an independent auditor.
The capital is divided into registered shares, and each shareholder must hold at least one full share. Ownership is listed publicly in the Swiss Commercial Register.
This relatively low capital threshold makes the GmbH structure accessible for both startups and foreign investors. For comparison, a Swiss joint stock company (SA) requires CHF 100,000, with 50% to be paid at formation.
Our team supports you in:
- Preparing the capital deposit paperwork;
- Coordinating with a Swiss bank for account setup;
- Drafting and notarizing shareholder resolutions if capital changes are needed later.
Documents needed to open a Swiss GmbH
Setting up a Swiss GmbH requires preparing and submitting several legal and administrative documents. These ensure that the business complies with national regulations and can be officially registered in the Swiss Commercial Register.
Core documents include:
- Articles of Association – defines the company’s purpose, capital structure, management, and shareholder rights;
- Public deed of incorporation – a notarized act confirming the creation of the company;
- Capital deposit confirmation – issued by a Swiss bank confirming the required capital has been deposited in a blocked account;
- Declaration of acceptance by directors – each director must confirm their role and legal compliance;
- Personal identification documents – passports or ID cards for all shareholders and directors;
- Proof of Swiss registered office – typically a lease agreement or virtual office contract;
- UBO (Ultimate Beneficial Owner) declaration – required for transparency and AML compliance.
All incorporation documents must be submitted in one of the national languages (German, French, or Italian), depending on the canton. Translations and apostilles may be needed for foreign-language documents.
Our business registration team in Switzerland prepares a complete application package, including all notarized and certified materials. We also liaise with the Commercial Registry to ensure a fast and compliant incorporation process.
Our business registration team in Switzerland prepares a complete application package, including all notarized and certified materials. We also liaise with the Commercial Registry to ensure a fast and compliant incorporation process.
Number of shareholders and company management
One of the defining features of a Swiss GmbH is its flexibility regarding ownership and management. This legal form can be set up with just one shareholder, making it an ideal solution for solo entrepreneurs, as well as small groups and joint ventures.
Shareholders:
- A GmbH can have one or more shareholders, who can be individuals or legal entities (companies);
- Shareholders can be foreign or Swiss residents — there is no nationality restriction;
- The number and identity of shareholders are recorded in the Swiss Commercial Register and are publicly available;
- Shareholder liability is limited strictly to their capital contributions.
Each shareholder must hold at least one share, and these are registered shares (not bearer shares). The transfer of shares must be documented and may require notarial certification depending on the Articles of Association.
Company management:
- A GmbH must appoint at least one director (managing director);
- At least one director must be domiciled in Switzerland;
- A director can also be a shareholder;
- Management can be structured flexibly — for example, with multiple directors, a board, or authorized signatories.
In small companies, shareholders often act as managing directors. In larger setups, external managers may be hired to run day-to-day operations while shareholders maintain strategic control.
Our corporate service specialists help with the appointment of directors, nominee options (if needed), and drafting internal governance rules to align management with ownership goals.
Our corporate service specialists help with the appointment of directors, nominee options (if needed), and drafting internal governance rules to align management with ownership goals.
Company verification and audit requirements
After the incorporation of a GmbH in Switzerland, there are ongoing regulatory obligations, especially concerning verification and audit. These requirements are designed to ensure corporate transparency and financial accountability.
Company verification:
Once registered, the Swiss GmbH must:
- Maintain updated company data in the Swiss Commercial Register;
- Keep a shareholder register and record all share transfers;
- Retain corporate documents such as meeting minutes, shareholder decisions, and contracts for at least 10 years;
- Inform authorities of any changes in address, management, capital, or business purpose.
Our team ensures that clients remain fully compliant by offering registered office services, secretarial support, and annual corporate filings.
Audit requirements:
Not all Swiss GmbHs are subject to a mandatory audit. Audit obligations depend on the size of the company and certain operational thresholds:
Ordinary Audit (mandatory if two of the following three are met for two consecutive years):
Limited Audit:
Audits must be carried out by licensed Swiss auditors listed with the Federal Audit Oversight Authority (FAOA).
Our experts help you assess your audit obligations, appoint certified auditors, and coordinate year-end financial compliance efficiently.
Ordinary Audit (mandatory if two of the following three are met for two consecutive years):
- Total assets ≥ CHF 20 million;
- Annual turnover ≥ CHF 40 million;
- ≥ 250 full-time employees.
Limited Audit:
- Required if a company has 10 or more full-time employees;
- A limited audit is less rigorous and focuses on verifying basic financial accuracy;
- Companies can opt out of the limited audit with unanimous shareholder approval if they have fewer than 10 employees.
Audits must be carried out by licensed Swiss auditors listed with the Federal Audit Oversight Authority (FAOA).
Our experts help you assess your audit obligations, appoint certified auditors, and coordinate year-end financial compliance efficiently.
Incorporation steps and procedures
Registering a GmbH in Switzerland follows a structured legal process. Although the system is efficient, certain formalities must be followed precisely. Below is an overview of the key steps for successful incorporation:
Step-by-step guide:
- Choose a company name:
- Must be unique and include the legal suffix "GmbH";
- Checked against the commercial registry to avoid duplication.
- Prepare Articles of Association:Define company purpose, capital, governance, and share structure.
- Deposit share capital:
- Minimum CHF 20,000 paid into a blocked Swiss corporate bank account;
- Bank issues confirmation of deposit.
- Notarize incorporation documents:
- Includes Articles of Association, public deed of incorporation, and director declarations;
- Conducted by a Swiss notary public.
- File with the Swiss Commercial Register:
- Submit notarized documents, UBO declaration, office address confirmation, etc.;
- Registration usually completed within 5 to 10 business days.
- Tax and social security registration:
- Federal and cantonal tax identification numbers;
- VAT registration if applicable;
- Social contributions if employees are hired.
- Activate bank account:Once company is registered, the blocked account becomes operational.
We assist with every stage of incorporation, including name reservation, bank coordination, notarial scheduling, and tax onboarding. This ensures full compliance and a smooth launch of your Swiss GmbH.
Taxation in 2025 for Swiss GmbH
In 2025, Swiss GmbHs remain subject to a three-tier tax system, comprising federal, cantonal, and municipal levels. Switzerland’s competitive tax structure continues to attract entrepreneurs and foreign investors.
- Federal corporate income tax:
- The federal rate is fixed at 8.5% on net profits after tax (equivalent to approx. 7.83% effective rate);
- Certain participation exemptions apply to income from qualifying shareholdings.
- Cantonal and municipal taxes:
- Rates vary by canton and municipality, typically ranging from 11% to 21%;
- Some cantons offer preferential tax regimes for innovation and R&D-related companies;
- Тax harmonization reforms have brought more transparency across cantons.
- Total effective tax burden:
- Depending on the canton, a GmbH will face a combined effective corporate tax rate of approximately 12% to 25%;
- Cantons like Zug, Lucerne, Nidwalden, and Schwyz offer the lowest rates.
- Other applicable taxes:
- Withholding tax: 35% on dividends paid to non-resident shareholders (may be reduced via double tax treaties);
- VAT: standard rate is 8.1% in 2025, with reduced rates for essential goods and services;
- Capital tax: imposed annually by cantons on net equity (ranges between 0.001% and 0.2%).
Our Swiss tax advisors assist GmbH owners in choosing the right canton, applying treaty benefits, and preparing tax filings that optimize liability while ensuring full compliance.
Tax rules for foreign-owned LLCs
A foreign-owned Swiss GmbH (LLC) is subject to the same taxation principles as locally owned entities. However, additional reporting and compliance obligations may apply depending on ownership structure and international tax treaties.
Key tax implications:
- Corporate tax: Foreign ownership does not change corporate tax rates. The GmbH remains liable for federal, cantonal, and municipal corporate income taxes as detailed in the previous section;
- Withholding tax: Dividends paid to non-resident shareholders are subject to a 35% withholding tax, which may be reduced under double taxation treaties (DTTs);
- Transfer pricing: Intercompany transactions must follow the arm’s length principle. Swiss tax authorities may audit cross-border payments and loans;
- Reporting obligations: Foreign-owned companies must disclose Ultimate Beneficial Owners (UBO) to ensure compliance with Swiss AML (anti-money laundering) laws.
Treaty benefits:
Switzerland has signed over 100 double taxation treaties with countries including:
These treaties often reduce the withholding tax on dividends to 15%, 10%, 5%, or even 0%, depending on the ownership stake and terms.
To benefit from a DTT, shareholders must submit the appropriate tax relief claim forms and documentation via Swiss tax authorities.
Our international tax planning team helps optimize the structure of your Swiss GmbH, ensuring full access to treaty benefits and cross-border compliance.
- Germany
- France
- Italy
- United Kingdom
- United States
- China
These treaties often reduce the withholding tax on dividends to 15%, 10%, 5%, or even 0%, depending on the ownership stake and terms.
To benefit from a DTT, shareholders must submit the appropriate tax relief claim forms and documentation via Swiss tax authorities.
Our international tax planning team helps optimize the structure of your Swiss GmbH, ensuring full access to treaty benefits and cross-border compliance.
Business licensing requirements
While the GmbH is a versatile legal form in Switzerland, certain types of business activities require additional licenses or authorizations before operations can begin. These depend on the industry, location, and regulatory framework of the canton or federal level.
Activities that require licensing:
- Financial services:Banking, asset management, fintech, and insurance activities require authorization from FINMA (Swiss Financial Market Supervisory Authority);
- Healthcare and pharmaceuticals:Clinics, pharmacies, medical labs, and drug manufacturers must be approved by Swissmedic or cantonal health authorities;
- Food production and catering:Businesses in this sector must obtain sanitary permits and register with FSVO (Federal Food Safety and Veterinary Office);
- Transport and logistics:Licensing is needed for freight forwarding, passenger transportation, and customs handling;
- Education and childcare:Institutions must comply with cantonal educational frameworks and building codes;
- Real estate brokerage:May require professional certifications depending on the canton.
Certain regulated professions (lawyers, auditors, architects, etc.) require proof of qualifications, insurance coverage, or membership in professional bodies.
Licenses are typically granted by cantonal authorities, but certain sectors fall under federal jurisdiction. Processing times vary from 2 to 8 weeks, depending on documentation, inspections, and application completeness.
Our legal advisors assist you in:
Licenses are typically granted by cantonal authorities, but certain sectors fall under federal jurisdiction. Processing times vary from 2 to 8 weeks, depending on documentation, inspections, and application completeness.
Our legal advisors assist you in:
- Identifying whether your GmbH requires licensing;
- Preparing and submitting the application documents;
- Liaising with authorities for inspections or additional reviews.
Key advantages of the Swiss GmbH
The Swiss GmbH (limited liability company) remains one of the most attractive and practical corporate forms in Switzerland. It provides legal, operational, and tax-related benefits that suit both domestic and international entrepreneurs.
Main benefits:
- Limited liability:Shareholders are liable only up to their capital contribution, offering protection of personal assets;
- Low minimum capital:With just CHF 20,000, the entry barrier is lower than for a joint stock company (SA), which requires CHF 100,000;
- Clear ownership structure:Shareholder details are publicly listed, offering transparency while ensuring control and governance;
- Reputation and credibility:Swiss companies benefit from the country's political stability, neutrality, and global reputation for compliance and professionalism;
- Flexible governance:A single individual can be both the sole shareholder and managing director, streamlining operations for small firms;
- Ease of modification:The GmbH structure allows for capital increases, new shareholder admissions, and business expansion with relatively straightforward procedures;
- Favorable tax regime:Depending on the canton, GmbHs may benefit from competitive tax rates, participation exemptions, and R&D incentives;
- Eligible for double taxation treaty benefits:Useful for cross-border investors and parent companies from abroad.
These advantages make the GmbH an excellent vehicle for a variety of sectors, including consulting, trading, IT, manufacturing, and holding structures.
Our team of Swiss corporate law experts can help you assess whether the GmbH is the right structure for your objectives and offer full legal support throughout its lifecycle.
Our team of Swiss corporate law experts can help you assess whether the GmbH is the right structure for your objectives and offer full legal support throughout its lifecycle.
Main costs of opening a GmbH in 2025
Establishing a GmbH in Switzerland involves several upfront and recurring costs. Understanding the full financial scope helps investors plan accurately and ensure regulatory compliance from day one.
Initial costs:
| Expense Type | Estimated Amount (CHF) |
|---|---|
| Share capital (minimum) | 20,000 (blocked in bank account before registration) |
| Notary fees | 1,000 – 2,000 |
| Commercial Register filing | 600 – 1,200 |
| Legal address / virtual office (annual) | 500 – 2,000 |
| Bank account setup fees | 300 – 1,000 |
| Legal consulting (optional) | 1,500 – 5,000 |
These costs may vary slightly depending on the canton, service providers, and whether in-person presence is required for the notarial process.
Annual maintenance costs:
- Accounting and tax reporting: CHF 1,000 – 4,000 (depending on complexity);
- Audit (if applicable): CHF 3,000 – 10,000 (only for larger GmbHs);
- Registered office and mail handling: CHF 500 – 1,500;
- Corporate taxes: vary between 12% and 25% of net profits depending on location and structure.
Our firm offers transparent fee structures for full-service company setup, including:
- Company formation and notarial coordination;
- Registered office and address services;
- Accounting, VAT registration, and tax filings.
We tailor each service package to the client’s business scope, scale, and sector.
Company name registration in Switzerland
Choosing and registering the company name is one of the first and most important steps in forming a Swiss GmbH. The name not only represents the brand identity but also must meet legal requirements defined by the Swiss Code of Obligations and local Commercial Register authorities.
Naming rules:
- The name must include the legal suffix “GmbH” to indicate limited liability;
- It must be unique and distinguishable from existing registered businesses in Switzerland;
- It may not mislead about the company’s activities, location, or legal form;
- The use of protected terms such as “bank,” “insurance,” or “university” may require special approvals;
- Names in foreign languages are allowed but must be clear and pronounceable.
Before finalizing the name, applicants should conduct a preliminary name search in the Swiss Commercial Register. This step helps avoid rejection or disputes with existing companies.
Reservation and registration:
- A company name can be reserved in advance via the online services of the cantonal authorities (in some cantons);
- Official registration occurs during submission of incorporation documents to the Commercial Registry;
- Once registered, the name is protected across Switzerland.
Our team assists clients by:
- · Verifying name availability and legal compliance;
- · Handling pre-registration and final name submission;
- · Consulting on branding strategies aligned with Swiss naming law.
Switzerland vs. Montenegro: LLC comparison
Entrepreneurs exploring European markets often consider both Switzerland and Montenegro for establishing a limited liability company (LLC). Each jurisdiction offers unique advantages depending on the nature of the business and long-term objectives.
Key comparison table:
| Criteria | Switzerland (GmbH) | Montenegro (DOO) |
|---|---|---|
| Legal form | GmbH (LLC equivalent) | DOO (Društvo s ograničenom odgovornošću) |
| Minimum share capital | CHF 20,000 (fully paid) | €1 (recommended €1,000–3,000) |
| Corporate tax rate | 12%–25% depending on canton | Flat 9% |
| Public shareholder register | Yes | No (privacy protected) |
| EU membership | No, but trade access via bilateral agreements | Candidate country (negotiating accession) |
| Double tax treaties | 100+ countries | 40+ countries |
| Banking reputation | Very high | Developing, some restrictions for non-residents |
| Company setup time | 10–15 days | 7–10 days |
Summary:
- Switzerland offers unmatched political stability, robust infrastructure, strong IP protection, and high investor trust. It is ideal for companies targeting Western European markets, high-end manufacturing, and holding structures.
- Montenegro provides a cost-effective setup, simpler compliance, and attractive taxation for startups or SMEs. It appeals to firms focused on the Balkan and Adriatic region or early-stage ventures testing the European market.
Both countries have their strengths, and the choice depends on your budget, risk tolerance, client base, and regulatory preferences.
Our team offers jurisdictional analysis and side-by-side planning to help you choose the optimal business environment for your international goals.
Get in touch
Please contact us directly or via email if you require assistance. We are here to help you move forward.
Business environment in Switzerland
Switzerland consistently ranks as one of the world’s most business-friendly countries, offering a stable political landscape, advanced infrastructure, and an innovation-driven economy. These qualities make it an ideal location for both startups and multinational corporations.
Key strengths of the Swiss business climate:
- Political and economic stability:Switzerland is known for its neutrality and consistent economic policies;
- Highly skilled workforce:A multilingual labor market educated in world-class institutions;
- Strong legal system:Efficient and independent judiciary with reliable enforcement of contracts and IP rights;
- Innovation and R&D:One of the highest R&D investment rates globally, supported by public-private collaboration;
- Advanced infrastructure:High-speed internet, transport, and logistics systems integrated across Europe.
International positioning:
- Switzerland is a member of EFTA and has bilateral agreements with the EU, facilitating trade and labor mobility;
- Hosts many global headquarters and financial institutions;
- Maintains over 100 double taxation agreements and a vast network of investment protection treaties.
The Swiss government supports businesses through:
- Cantonal tax incentives for innovation and regional development;
- Transparent regulations with low bureaucratic burdens;
- Public programs for export promotion, digital transformation, and sustainability.
These attributes make Switzerland not only a secure place to run a company but also a gateway to global markets.
Our consultants offer ongoing support with post-incorporation services, business development, and relocation planning, ensuring your company thrives in one of the world’s most respected business ecosystems.
FAQ: Forming a GmbH in Switzerland (2025)
CHF 20,000, fully paid before registration.
Between 5 to 10 business days after document submission.
At least one director must reside in Switzerland, but shareholders can be foreign.
Yes, all shareholders are listed in the Swiss Commercial Register.
No, only companies meeting certain thresholds require a statutory audit.
Corporate tax rates range from 12% to 25% depending on the canton.
Yes, full foreign ownership is allowed with proper local representation.
Approx. CHF 3,000–6,000 excluding the required CHF 20,000 share capital.
Yes, for regulated sectors like finance, healthcare, education, etc.
Switzerland offers stability and reputation; Montenegro offers low costs and fast setup.
Legal disclaimer. This article does not constitute legal advice and does not establish an attorney-client relationship. The article should be used for informational purposes only.