Types of Company in Switzerland: A Complete Overview

Switzerland recognises a defined list of legal forms, set out mainly in the Code of Obligations (Obligationenrecht, OR) and, for non-commercial bodies, the Civil Code (ZGB). They divide into two families: personal forms, where one or more individuals are personally and often unlimitedly liable, and capital companies, where a separate legal entity carries the liability and the founders risk only their invested capital.

For a foreign founder the realistic shortlist is short. Almost every cross-border business in Switzerland ends up as a GmbH or an AG, sometimes as a branch of an existing group. The other forms exist for specific situations: solo professionals, family ventures, clubs, cooperatives and endowed foundations. This guide maps all of them, then ties the choice to the canton where you incorporate. Ownership is open to any nationality, but at least one signatory must be Swiss-resident (OR art. 718.4 for an AG, OR art. 814.3 for a GmbH).

Before comparing individual forms, it helps to use the same lens the Swiss SME portal (kmu.admin.ch, under the SECO framework) applies: five practical criteria that decide which legal form fits. Work through them in order and the shortlist narrows quickly.

• Capital you can commit. The forms split into three tiers: nothing for a sole proprietorship or partnership, CHF 20,000 for a GmbH (OR art. 773), and CHF 100,000 for an AG (OR art. 621). If capital is tight, that alone rules forms in or out.
• Risk and liability you can accept. Personal forms expose your private assets to business debt without limit; capital companies cap your downside at the money you invest. This is usually the deciding factor for a foreign founder.
• Independence and control. A GmbH or AG can be formed by a single person, a general partnership needs at least two, and a cooperative needs at least seven members. The headcount you have shapes the options.
• Taxation: single or double. Sole proprietorships and partnerships are taxed transparently, so profit is added to the owner's personal income. A GmbH or AG is a separate taxpayer, taxed first at company level and again on dividends, which is where the canton you pick starts to matter.
• Social security and your status. Run a sole proprietorship and you are self-employed for AHV; run your own GmbH or AG and you are its employee, which changes both your contributions and your unemployment cover.

The sections below take each legal form in turn, with capital, liability and the foreigner angle, before a closing decision guide ties the choice to your goal and to the canton where you incorporate.

The sole proprietorship (Einzelfirma, raison individuelle) is the most common legal form in Switzerland and the simplest to start: a single individual trades in their own name. There is no minimum capital and no formal incorporation. You begin trading, and the business and the person are legally one and the same.

The cost of that simplicity is unlimited personal liability: your private assets stand behind every business debt. Entry in the commercial register is mandatory once annual turnover reaches CHF 100,000 and voluntary below that (Commercial Register Ordinance, HRegV art. 36). For a non-resident founder it is rarely the right tool, because self-employment in Switzerland presupposes a residence and work basis and the form cannot host a foreign group. Most cross-border businesses skip it and form a GmbH from day one; if you are mapping the first steps, our guide to starting a business in Switzerland walks through them.

The stock corporation (Aktiengesellschaft, AG; Société Anonyme, SA) is the form for larger ventures, holding structures and anything that may raise outside capital. Minimum share capital is CHF 100,000 (OR art. 621), of which at least CHF 50,000 or 20%, whichever is higher, must be paid in at formation (OR art. 632). Liability is limited to the share capital.

Its signature advantage is privacy: shareholders are not listed in the commercial register, only the board and authorised signatories, and bearer shares were abolished in 2019. Since the 2023 company-law reform the nominal share value can be as little as CHF 0.01, capital can be denominated in a foreign operating currency, and a capital band (OR art. 653s and following) lets the board flex registered capital by up to half over five years without a fresh shareholder vote. The AG needs at least one Swiss-resident signatory (OR art. 718.4), while ownership stays open to any nationality. It is the standard vehicle for a Swiss holding company and for groups expecting investors; we can form an AG end to end.

The limited partnership (Kommanditgesellschaft, KG; société en commandite) is a variant of the general partnership with two classes of partner. At least one general partner carries unlimited liability and must be an individual, while at least one limited partner is liable only up to a contribution registered in the commercial register (OR art. 594 and following).

The structure suits a setup where one person runs the business and another simply finances it without taking on full exposure. A specialised cousin, the limited partnership for collective capital investments (KkK), serves regulated venture-capital and private-equity vehicles under the Collective Investment Schemes Act and is open only to qualified investors. For an ordinary operating business, the limited partnership is a niche choice next to the GmbH.

The cooperative (Genossenschaft, société coopérative) is a member-owned body formed to promote or safeguard the economic interests of its members, with an open and variable membership. It needs at least 7 members and has no fixed minimum capital; members' liability is limited unless the statutes expressly add to it.

Governance runs on a one-member-one-vote logic rather than capital share, which makes the cooperative well suited to mutual, agricultural and housing ventures and ill suited to an investor-led business. It carries real weight in Switzerland, where two of the largest retailers are cooperatives, but a foreign founder building a conventional company will almost never choose it. It is worth recognising when local partners propose it.

The foundation (Stiftung, fondation) is an endowment of assets dedicated irrevocably to a defined purpose set in its deed (ZGB art. 80 and following). It is unique among Swiss forms in having no members and no owners: once established, the assets serve the purpose, and a supervisory authority oversees that they do.

There is no statutory minimum endowment, but in practice the supervisory authority expects enough capital to pursue the purpose credibly, commonly in the region of CHF 50,000 for a charitable foundation, so treat that as a supervisory expectation rather than a fixed legal figure. Foundations are used for philanthropy and for wealth and succession planning, where they often pair with a family office. Like the association, a foundation is not a trading company and sits alongside, not instead of, an operating GmbH or AG.

For most cross-border businesses the answer is one of three forms. Choose a GmbH for limited liability at the lowest capital outlay when you run a small to mid-sized operation and are comfortable with quotaholders appearing in the register. Choose an AG when you need shareholder anonymity, plan to raise outside capital or are building a holding structure. Choose a branch when an existing foreign group wants a lighter footprint and will keep liability at the parent. Owner-operators testing an idea may start as a sole proprietorship, and non-profit or estate-planning needs point to an association or foundation.

Form and canton work together. Switzerland's 26 cantons set their own tax rates, so the same GmbH or AG faces an effective corporate tax of roughly 11.85% in low-tax cantons like Zug and into the high teens or low twenties elsewhere. The VAT registration threshold of CHF 100,000 in turnover (MWSTG art. 10) applies whatever form you pick. As the business grows you can convert up the ladder, from sole proprietorship to GmbH to AG, under the Merger Act without interrupting legal identity, and the capital requirements calculator helps you size the move.

A GmbH takes roughly two to four weeks to form and an AG roughly three to six; statutory notarial and register fees apply, while advisory work is quoted individually. If you want the form mapped to your own tax, liability and substance needs before you commit, our company formation in Switzerland team can scope it.