How to form a Swiss GmbH

This guide explains the GmbH specifically: the fully-paid capital and why it differs from the AG, who appears on the public register, the resident-manager rule, each step with a realistic duration, the cost, and the cases where a GmbH is the wrong choice. Where you want the sequence run rather than explained, the GmbH formation service page sets out the partner-led route; the wider decision sits in the Swiss company formation guide, and the alternative form in the AG explained.

What is a Swiss GmbH, and who forms one?

The GmbH is the Swiss limited-liability company, governed by Art. 772 and following of the Code of Obligations. Its members' liability stops at the capital they subscribe; personal assets are not exposed to the company's debts. It is the cheapest and simplest Swiss company with a full liability shield, which is why it is the default for owner-managed operating businesses rather than for investment vehicles.

The GmbH suits four situations in particular:

• founders of owner-run businesses, where the owners are also the operators;
• foreign companies setting up a small Swiss operating entity or subsidiary;
• founders for whom CHF 20,000 is the right level of committed capital;
• businesses that expect to convert into an AG once they raise money or scale.

It is the wrong starting point where outside investment is imminent, where the owners must stay off the public register, or where the company needs the institutional reading of an AG. Those cases point to the AG, examined against the GmbH further down.

How much capital does a GmbH need, and is it public?

A GmbH needs CHF 20,000 of nominal capital, and the point that catches AG founders out is that all of it must be paid in before registration (Art. 773, 777c CO) — there is no 50% part-payment option as there is for the AG. The capital is divided into quotas (Stammanteile) of at least CHF 100 each, deposited into a blocked capital-contribution account, confirmed to the notary, and released to the company once it is entered in the register. It is the company's own working equity, not a cost, and equity up to CHF 1 million is exempt from the federal 1% issuance stamp duty.

Publicity is the GmbH's defining feature and its main drawback. The table sets the two Swiss capital companies side by side on the points that actually decide the choice.

Since the revised company law took effect on 1 January 2023, the CHF 20,000 may be denominated in the company's functional currency instead of francs, which removes an exchange-rate mismatch at the capital level for a company that trades mainly in euros or dollars. What the reform did not change is the publicity: anyone can look up a GmbH's members and their quotas on zefix.ch, and that visibility is the single most common reason an internationally active owner pays the higher AG capital instead.

Does a GmbH need a Swiss-resident manager?

Yes: a GmbH must be able to be represented by at least one person resident in Switzerland (Art. 814 para. 3 CO), and the commercial register refuses to enter a company without one. The rule attaches to the company, not to its owners, so every member can live abroad; it is met either by one Swiss resident with sole signing authority or by two residents who sign jointly.

The role is not a formality. A managing officer carries fiduciary duties and answers personally for unpaid social-security contributions (Art. 52 AHVG) and certain unpaid taxes, which is why a professional resident manager examines the business and prices the mandate rather than lending a name. A foreign-owned GmbH with no one on the ground appoints such a manager alongside the owner and keeps control through the quota holding and the articles. The service side of that arrangement is set out on the resident director and office page.

What are the steps to form a GmbH?

A GmbH formation runs through the same fixed sequence as any Swiss company, with the quota structure set at the start and the bank account begun in parallel. The durations below are realistic working figures as of 2026 for a standard GmbH with foreign members and no regulated activity.

A clean file produces a registered GmbH in two to four weeks. The two stages no adviser can compress are the bank's checks before the capital account opens and the register office's examination. Entry is constitutive — the GmbH acquires legal personality on registration, not at the notary appointment — and how the cantonal offices examine and publish it is covered in the commercial register guide.

What does a GmbH cost in 2026?

The third-party cost of a standard GmbH formation sits between roughly CHF 2,000 and CHF 4,000 as of 2026, before any ongoing mandates, and it is separate from the CHF 20,000 capital. Notary fees run CHF 500–2,000 and are the most canton-dependent item: tariffs in Zug or Schwyz sit well below Zurich or Geneva. The commercial-register fee is CHF 600–800, the blocked-account charge CHF 150–500, and advisory drafting for foreign members typically CHF 1,500–3,000.

Two recurring numbers belong in a foreign owner's budget but are not formation fees: a resident manager commonly costs CHF 3,000–10,000 per year depending on liability and workload, and a registered office about CHF 1,500–3,500 per year. A minimum-capital GmbH formed in a low-tariff canton such as Zug lands near CHF 3,500 in one-off third-party cost, on top of the capital that stays with the company. The identical formation in Zurich or Geneva sits higher on notarial tariff alone, which is why the canton of seat belongs in the cost decision, not only the tax decision.

GmbH or AG — where the line falls

The GmbH and the AG protect owners identically: liability stops at the capital. The choice turns on three things, and only three. Capital: CHF 20,000 against CHF 100,000. Publicity: GmbH members are named on the public register, AG shareholders are not. And how the company reads to a bank, an investor or a counterparty: the GmbH as an owner-run business, the AG as the institutional standard.

In practice a consultant billing from Zug takes the GmbH for its CHF 20,000 entry and its simplicity; a fintech expecting a seed round takes the AG for its private register and freely transferable shares. The forms are examined in full on the GmbH formation and AG formation pages. Because a GmbH can convert into an AG later — but only through a further notarised procedure with its own cost — founders who expect investors within two years usually start with the AG and skip the conversion.

When a GmbH is the wrong choice

A GmbH is the wrong choice in three recognisable situations, and spotting them early saves an expensive conversion later.

When ownership must stay private. Founders sometimes form a GmbH for the lower capital and only afterwards discover that their names and quotas are public on zefix.ch. If keeping ownership off the register matters, that is a reason to form an AG from the start, not to fix it later with a conversion.

When investors are coming. Outside investors expect the AG: freely transferable shares that move without a register entry, and a share structure built for rounds and options. Forming a GmbH and converting when the round arrives adds a notarised procedure and its cost at the worst possible moment.

When the deadline is shorter than the process. A formation cannot reliably beat a two-week deadline; the blocked account and the register examination set a hard floor. Where a contract or tender needs an existing Swiss entity now, a ready-made shelf company already on the register transfers in days, at a premium over formation cost.

What happens after the GmbH is registered?

Registration starts the company's statutory duties at once. The blocked capital is released into the operating account, the entry is published in the Swiss Official Gazette of Commerce (SOGC), and the company receives its UID enterprise number, which later doubles as its VAT number. From day one it is subject to the accounting duty of Art. 957 CO — double-entry bookkeeping and annual financial statements — and the members' meeting must approve the accounts each year.

Audit duties scale with size: a limited audit is the default, an ordinary audit applies only above the Art. 727 CO thresholds, and a GmbH with fewer than ten full-time staff can opt out of the limited audit with all members' consent. VAT registration becomes mandatory once worldwide turnover from taxable supplies reaches CHF 100,000, at the 8.1% standard rate in force since 1 January 2024, and the company registers as an employer before its first salary. A GmbH kept without real decision-making in Switzerland reads as a letterbox to banks and foreign tax authorities, so the substance — a genuine office, the resident manager, decisions taken here — is part of running one, not an optional extra.