Online Notariat team
28 October 2026 · Updated 29 October 2026
Reviewed by our notary in St. Gallen
Key takeaways
The GmbH is the lean choice for SMEs, start-ups and single founders; the AG suits companies with several investors, freely transferable shares and owners who prefer not to appear in the public register.
- GmbH: from CHF 20,000 capital, fully paid in – partners visible in the commercial register – formation CHF 390
- AG: from CHF 100,000 capital, at least CHF 50,000 paid in – shareholders not in the commercial register – formation CHF 490
- A GmbH can be converted into an AG later without liquidation
The GmbH (Gesellschaft mit beschränkter Haftung, Sàrl in French) and the AG (Aktiengesellschaft, SA in French) are the two corporate forms used by almost all new Swiss companies. Both are separate legal entities, and in both cases the owners are not personally liable for the company's debts. The differences lie in capital, transparency, flexibility and governance.
GmbH vs AG at a glance
| GmbH (LLC) | AG (company limited by shares) | |
|---|---|---|
| Minimum capital | CHF 20,000 | CHF 100,000 |
| Paid in at formation | 100% | At least 20% per share and at least CHF 50,000 |
| Capital in foreign currency | Possible (e.g. EUR, USD) | Possible (e.g. EUR, USD) |
| Number of founders | One or more | One or more |
| Owners in the public commercial register | Yes, partners are listed | No, shareholders are not listed |
| Management | Managing directors (by default all partners jointly) | Board of directors (at least one member) |
| Transfer of ownership | Written assignment; by default consent of the partners' meeting | Shares transferable; restrictions possible under the articles |
| Audit | Opting out possible with up to 10 full-time employees | Opting out possible with up to 10 full-time employees |
| Our formation fee | CHF 390 | CHF 490 |
The GmbH – lean and popular
The GmbH is the most common legal form for new Swiss companies: in 2025 around 42% of all 55,654 new companies were GmbHs. With a minimum capital of CHF 20,000 the entry threshold is moderate, and a single person can found and own it.
- Transparent ownership: partners are entered in the public commercial register with their name and place of residence.
- Closer partnership: by default all partners manage the company together; the articles can appoint specific managing directors instead.
- Controlled transfers: transferring capital contributions requires a written assignment and, unless the articles provide otherwise, the consent of the partners' meeting. Each change of partner is entered in the commercial register.
The AG – for investors and growth
The AG requires more capital but offers more flexibility, which is why it is popular with investor-backed companies and holding structures.
- Shareholders stay out of the public register: only the board of directors and authorised signatories are listed. The company keeps its own share register, and beneficial owners must be reported to the federal transparency register, which is not public.
- Transferable shares: ideal for bringing in investors, selling the company or succession planning. The articles can restrict transfers of registered shares.
- Reputation: banks and business partners often perceive the AG as the more substantial form.
What both have in common
- Swiss-resident representative: both must be able to be represented by at least one person resident in Switzerland – see Setting up a company as a foreigner.
- Notarial deed: both are founded by a public deed and come into existence with their entry in the commercial register.
- Ongoing duties: bookkeeping, annual accounts, tax returns and an annual general meeting. Companies with up to ten full-time employees can opt out of the audit with the consent of all owners.
- Contribution in kind: both can be funded with assets instead of cash – see Swiss company without a Swiss bank account.
Our recommendation
Choose a GmbH if you are starting alone or with a few partners, want to keep the capital requirement low and the structure lean. Choose an AG if you plan to bring in investors, want shares that can be transferred easily, or prefer that owners do not appear in the public register.
If you start with a GmbH, you are not locked in: a conversion into an AG is possible at any time without liquidation – the company keeps its identity, contracts and company identification number (UID). What each option costs in total is explained in What does it cost to set up a company in Switzerland?
Frequently asked questions
What is the main difference between a Swiss GmbH and an AG?+
Capital and transparency. A GmbH needs at least CHF 20,000, fully paid in, and its partners are entered in the public commercial register. An AG needs at least CHF 100,000, of which at least CHF 50,000 must be paid in at formation, and its shareholders do not appear in the commercial register.
Can a single person set up a GmbH or an AG?+
Yes. Both a GmbH and an AG can be founded and owned by a single person – Swiss or foreign. The company must, however, be able to be represented by at least one person resident in Switzerland.
Is the share capital lost after formation?+
No. The share capital remains the company's money and can be used for its business from the day of registration – for salaries, rent or investments. It is not a fee.
Can the share capital be in euros or US dollars?+
Yes, if the foreign currency is essential for the business. At formation the capital must correspond to at least CHF 20,000 (GmbH) or CHF 100,000 (AG), and the accounts must be kept in the same currency.
Can I convert a GmbH into an AG later?+
Yes. A GmbH can be converted into an AG at any time without liquidation; the company keeps its legal identity, contracts and company identification number (UID). Our flat fee for the conversion is CHF 1,900.
Ready to set up your Swiss company?
Start with our AI notary assistant – it speaks English, is available 24/7 and only needs a quick e-mail verification, no account.
Prefer a person? Our team in St. Gallen is happy to help in English: +41 71 272 26 55.
Flat fees excl. VAT; official commercial register fees are charged separately by the registry.
More English guides
How to Set Up a Company in Switzerland as a Foreigner
No Swiss passport required: who can found a Swiss GmbH or AG, how to meet the Swiss residency requirement for one authorised signatory, how to sign from abroad without an apostille and what it costs.
English guideWhat Does It Cost to Set Up a Company in Switzerland?
Notary fee, commercial register fees, signature options and bank costs – a transparent breakdown for a Swiss GmbH or AG, with a worked example and typical timelines.