AG vs GmbH in Switzerland: which legal form to choose

Almost every foreign-owned business in Switzerland is set up as one of two corporate forms: the AG (Aktiengesellschaft, société anonyme, the stock corporation governed by OR art. 620 ff) or the GmbH (Gesellschaft mit beschränkter Haftung, Sàrl, the limited liability company governed by OR art. 772 ff). Both are separate legal persons, both limit the owners' liability to their contribution, and both are taxed as ordinary corporations, so the choice is rarely about tax. It is about capital, privacy, governance and how the entity reads to banks, investors and counterparties.

This guide sets the two forms side by side using the figures fixed in the Swiss Code of Obligations (Obligationenrecht, OR), then gives a short decision framework for founders coming from abroad. Where a number is statutory it does not change with the canton or the advisor, so you can plan around it with confidence. For the wider menu of Swiss legal forms, see our overview of all Swiss company types.

An AG (Aktiengesellschaft, SA in French) is a stock corporation under OR art. 620 ff. Its capital is split into shares, the shareholders are not named in the public register, and it is the form investors and large counterparties expect. A GmbH (Gesellschaft mit beschränkter Haftung, Sàrl in French) is a limited liability company under OR art. 772 ff. Its capital is split into quotas, the members are listed publicly, and it is the lighter, lower-capital choice for owner-run businesses.

Both are capital companies with their own legal personality, both cap owner liability at the subscribed capital, and both are taxed identically as corporations. So the short verdict is this: choose a GmbH for the lower entry capital and a simple owner-run structure; choose an AG for owner anonymity, easier share transfer, prestige and outside investment. Tax does not break the tie. The sections below work through each axis, and the comparison block sets them all in one view.

This is the headline split. An AG requires a minimum share capital of CHF 100,000 (OR art. 621). Of that, at least CHF 50,000, or 20 percent of the share capital where that is higher, must be paid in at formation (OR art. 632). The balance remains a callable obligation of the shareholders. A GmbH requires a minimum capital of CHF 20,000 (OR art. 773), and unlike the AG it must be fully paid in at formation (OR art. 777c), with a minimum quota of CHF 100 (OR art. 774). There is no partial-payment option.

In both cases the capital is deposited into a blocked consignment account at a Swiss bank and released once the company is entered in the commercial register. The 2023 corporate-law reform added flexibility competitors often miss: a share's minimum nominal value fell to CHF 0.01 (OR art. 622.4), capital may be denominated in a foreign currency where that is the company's most important currency (OR art. 621.2), and a capital band of plus or minus 50 percent over up to five years became available (OR art. 653s ff). To model the deposit and the figures for your case, you can estimate your capital requirement with our calculator.

If owner privacy matters, the AG is the stronger form. Its shareholders are not published in the commercial register. The company keeps a share register internally, and a beneficial owner of 25 percent or more must be disclosed to the company under OR art. 697j, but that disclosure is internal, not public. Note the nuance: bearer shares were abolished in 2019 (OR art. 622.1bis), so AG anonymity means a private register rather than secrecy.

The GmbH publishes its members. Anyone searching the cantonal commercial register or the federal Zefix portal can see who owns the company and in what proportion, including the member's name, domicile and quota value, and that record updates whenever quotas change hands. For founders who do not want their name searchable as the owner of a Swiss operating company, this often decides the question in favour of the AG even where the higher capital is not otherwise needed.

Audit is not a differentiator: both forms follow the same regime under the Code of Obligations. An ordinary audit applies where a company exceeds two of three thresholds in two consecutive years, namely a balance-sheet total of CHF 20 million, revenue of CHF 40 million and 250 full-time employees (OR art. 727). Below those thresholds a lighter limited review applies (OR art. 727a).

Smaller companies of either form can opt out of the audit entirely (the so-called Opting-out) where they have 10 or fewer full-time employees and all members or shareholders agree. Whether you register an AG or a GmbH does not change which tier you fall into; the size of the company does.

Both forms allow 100 percent foreign ownership. There is no nationality or residency requirement for the shareholders of an AG or the members of a GmbH, and no minimum local shareholding. The one binding constraint is the Swiss-resident representative: at least one director or officer with signing authority must be resident in Switzerland (OR art. 718.4 for the AG, OR art. 814.3 for the GmbH). Foreign founders without a Swiss resident on the team typically appoint a local resident director or managing officer to satisfy this.

Two further points apply to both forms equally. A beneficial owner of 25 percent or more must be disclosed to the company within one month (OR art. 697j), and Swiss banks apply real substance and know-your-customer scrutiny when opening the capital and operating accounts, so a credible local footprint helps. None of this favours one form over the other; the resident-representative rule is the single foreigner-specific requirement, and it is identical for the AG and the GmbH.

Reduced to the questions that actually decide it:

• Choose a GmbH if the CHF 100,000 capital is a constraint, the business is small, closely held or owner-managed, or it is a local subsidiary of a foreign group, and public ownership is acceptable. You can set up a Swiss GmbH at CHF 20,000 fully paid and convert later.
• Choose an AG if you need owner anonymity, plan to raise venture or institutional capital, want shares that transfer freely, or want the strongest signal to Swiss banks and large counterparties. You can register a Swiss AG at the CHF 100,000 minimum.

If you are raising outside capital or building an investment or asset-holding structure, the AG also sits naturally under a Swiss holding company. And if you are still weighing whether to form a Swiss entity at all or operate through a foreign parent, compare the routes in our guide to a branch versus subsidiary in Switzerland. For most foreign founders building a standalone Swiss business, the practical default is a GmbH for cost-sensitive starts and an AG wherever privacy, prestige or outside capital is in play. Either way, our company formation in Switzerland team handles the registration end to end.