Share capital
Swiss share capital requirements
Every Swiss company limited by shares must hold a statutory minimum capital. The amount, how much must be paid in at formation, and how it is deposited differ between the AG and the GmbH, and the rules are set by the Code of Obligations.
Share capital is the foundation of a Swiss corporation. It is the equity that shareholders commit when the company is formed, it is registered publicly in the Commercial Register, and it sets the floor below which a company cannot be capitalised. The two main forms, the AG (Aktiengesellschaft, company limited by shares) and the GmbH (Gesellschaft mit beschränkter Haftung, limited liability company), each carry their own statutory minimum and their own rules on how much must be paid up before the company can trade.
For a foreign founder the practical questions are straightforward but consequential: how much capital do I need, how much must I actually transfer at the start, can I contribute assets instead of cash, and what happens to the money I deposit. This guide answers each in turn, with the relevant articles of the Code of Obligations, and explains the capital-band and increase rules introduced by the 2023 company-law reform.
By the numbers
The figures that anchor this topic.
CHF 100,000
AG · MIN SHARE CAPITAL · OR ART. 621
CHF 50,000
AG · MIN PAID-IN · OR ART. 632
CHF 20,000
GMBH · MIN CAPITAL · FULLY PAID
CHF 100
GMBH · MIN QUOTA · OR ART. 774
The headline
AG and GmbH each have a statutory minimum.
The Code of Obligations fixes a minimum share capital for both incorporated forms. An AG must have at least CHF 100,000 of share capital (OR art. 621). A GmbH must have at least CHF 20,000 (OR art. 773). These are floors, not targets: a company may be capitalised with more, and many are, but it cannot be entered in the Commercial Register with less.
The difference in the two figures is the single largest driver of the choice between the forms for cost-sensitive founders. Our AG versus GmbH comparison sets the capital question alongside governance, shareholder privacy and credibility, and the capital requirements calculator lets you model the cash you must actually commit.
The AG
The AG: CHF 100,000, with at least CHF 50,000 paid in.
An AG is incorporated with share capital of at least CHF 100,000 (OR art. 621). Crucially, not all of it has to be transferred up front. At formation the shareholders must pay in at least 20% of each share's nominal value, but in no case less than CHF 50,000 in total (OR art. 632). For a company set up at the CHF 100,000 minimum, that means CHF 50,000 of real money must be deposited before registration; the balance remains a binding obligation that the company can call up later.
The unpaid portion is not a loophole. It is debt the shareholder owes the company, callable by the board, and it features in the company's accounts. A foreign founder forming an AG at the minimum should therefore budget CHF 50,000 of liquid capital as the genuine entry cost, separate from notarial and registration fees. Full mechanics of the AG are set out on our AG formation page.
The GmbH
The GmbH: CHF 20,000, fully paid in.
The GmbH minimum is CHF 20,000, and unlike the AG it must be fully paid in at formation (OR art. 773 and 777c). There is no 20% partial-payment option: the whole capital has to be available before the company is registered. The trade-off for the lower headline figure is that every franc of it must be committed from day one.
GmbH capital is divided into quotas (Stammanteile). Each quota must have a nominal value of at least CHF 100 (OR art. 774). Unlike AG shareholders, who stay private, GmbH partners and the size of their holdings are listed in the Commercial Register. The full procedure is on our GmbH formation page, and the practical pros and cons sit in the AG versus GmbH comparison.
Cash contributions
The blocked capital-payment account.
Capital paid in cash is not handed to the directors. It is deposited into a dedicated capital-payment account (Kapitaleinzahlungskonto) opened with a Swiss bank in the name of the company in formation. The bank issues a confirmation that the funds have been received, and that confirmation is presented to the notary and the Commercial Register as proof that the capital exists.
The funds are blocked: they cannot be withdrawn while the company is still being formed. Once the company is entered in the Commercial Register, the bank releases the money to the now-existing company, which can use it as working capital. Opening the account and obtaining the confirmation typically takes a few days and is one of the first steps in the formation sequence. The deposit itself is your money put to work, not a fee.
Contributions in kind
Contributions in kind and an audited valuation.
Capital does not have to be cash. Founders may satisfy the requirement with contributions in kind (Sacheinlage): real estate, machinery, intellectual property, a going concern or other assets that can be valued and transferred to the company. This is common where a founder is folding an existing business or a portfolio of assets into the new entity rather than injecting fresh money.
Because non-cash assets can be overstated, the law requires safeguards. The founders prepare a written formation report describing the assets and their valuation, and a licensed audit expert confirms in an audit attestation that the report is complete and accurate and that the assets are worth at least the capital they are credited against. The contribution, its value and the contributor are also disclosed in the articles of association and the Commercial Register. The combination of an independent valuation and public disclosure is what protects creditors when capital is paid in assets rather than francs.
After registration
What happens to the capital once you are live.
A frequent misconception is that share capital is frozen permanently. It is not. Once the Commercial Register entry is made and the bank releases the blocked account, the capital becomes ordinary company funds. The business can spend it on rent, salaries, equipment or stock like any other money it holds. What the law protects is not a ring-fenced cash pile but the balance-sheet figure: the company must maintain equity, and it cannot simply repay capital to shareholders outside the formal capital-reduction or dividend rules.
One consequence is that there is no ongoing obligation to keep CHF 100,000 or CHF 20,000 sitting in a bank account. The minimum is tested at formation. Thereafter the protection shifts to accounting rules, reserves and the over-indebtedness provisions discussed below.
The 2023 reform
The capital band and foreign-currency capital.
The company-law reform in force since 1 January 2023 modernised the capital rules. Two changes matter most for founders. First, the capital band (Kapitalband, OR art. 653s to 653v): the articles of association may authorise the board to increase or reduce the registered capital by up to plus or minus 50% over a maximum five-year window, without convening a fresh general meeting for each move. This gives growth-stage and investor-backed companies a flexible capital tool that previously required a shareholder vote each time.
Second, share capital may now be denominated in a foreign currency, in CHF, USD, EUR, GBP or JPY, provided that currency is the most important for the company's activities (OR art. 621 para. 2). Where a foreign currency is used, the company must also keep its accounts and file its taxes in that same currency. The reform also reduced the minimum nominal value of a share to CHF 0.01 (OR art. 622 para. 4), allowing very fine-grained share structures.
Increases and reductions
Increasing and reducing the capital later.
Outside the capital band, an ordinary capital increase is a formal process: the general meeting resolves to issue new shares or quotas, the new capital is paid in (again through a blocked account for cash, or with an audited valuation for assets in kind), and a notary and the Commercial Register record the change. Increases are how companies bring in new investors or convert reserves into share capital.
A capital reduction is more sensitive because it returns value to shareholders and can prejudice creditors. The law therefore requires creditor-protection steps, including in many cases a creditor call and an audit confirmation that claims remain covered after the reduction, before the reduced figure is registered. Both increases and reductions touch stamp duty and audit thresholds, so they are usually planned alongside the company's overall structure rather than in isolation.
Stamp duty
Issuance stamp duty on paid-in capital.
Paying in capital can trigger the federal issuance stamp duty (Emissionsabgabe) of 1% on the capital contributed (Federal Stamp Duty Act, StG art. 5 and 6). Importantly, there is a lifetime exemption of CHF 1,000,000 per company. Because both the AG and GmbH minimums sit well below that threshold, a standard formation at the statutory minimum incurs no issuance stamp at all; the duty only bites once cumulative capital contributions over the company's life exceed CHF 1 million.
This is why the headline capital figure rarely creates a tax cost at the outset. It becomes relevant for later increases, large in-kind contributions or capitalisation of holding structures, where contributions can cross the exemption. For those cases the timing and form of the contribution are worth planning in advance.
Capital protection
Loss of capital and over-indebtedness duties.
Once a company is trading, Swiss law imposes duties when its equity erodes. If the company faces a loss of capital, broadly where accumulated losses consume a defined part of the share capital and legal reserves, the board must take corrective measures and, depending on severity, propose restructuring steps to the general meeting (OR art. 725a, as revised in the 2023 reform). The reform also introduced an explicit duty for the board to monitor liquidity and act on imminent insolvency (OR art. 725).
If the company becomes over-indebted, meaning its liabilities exceed its assets at both going-concern and liquidation values, the board must in principle notify the court unless creditors subordinate claims sufficient to cover the shortfall (OR art. 725b). These provisions are the real teeth behind the capital regime: the minimum is set at formation, but it is these duties that keep directors accountable for the company's solvency thereafter. Because the tests are accounting-driven, they sit close to the audit rules and should be reviewed with a qualified accountant.
Choosing a figure
How much capital to commit in practice.
The statutory minimum is a legal floor, not a recommendation. Banks, landlords, suppliers and tax authorities read the registered capital as a signal of seriousness, and an AG capitalised at exactly CHF 100,000 with only CHF 50,000 paid in reads differently from one fully paid. For licensed or regulated activities, separate and far higher capital rules apply and override the general minimums entirely.
A sensible approach is to match the registered capital to the working capital the business genuinely needs for its first year, rounded to a figure that supports credibility, while keeping the paid-in mechanics and stamp-duty exemption in view. Model the alternatives with the capital requirements calculator, then confirm the form and amount against the wider plan in our Swiss company types overview.
FAQ
Frequently asked questions
What is the minimum share capital for a Swiss AG?
A Swiss AG must have share capital of at least CHF 100,000 (OR art. 621). At formation, at least 20% of each share but no less than CHF 50,000 in total must be paid in (OR art. 632). The remaining amount stays a callable obligation of the shareholders.
What is the minimum share capital for a Swiss GmbH?
A GmbH must have at least CHF 20,000 of capital, and unlike the AG it must be fully paid in at formation (OR art. 773 and 777c). The capital is divided into quotas, each with a nominal value of at least CHF 100 (OR art. 774).
How much of the AG capital must actually be paid in at the start?
For an AG, at least 20% of each share must be paid in, subject to an absolute minimum of CHF 50,000 (OR art. 632). A company formed at the CHF 100,000 minimum must therefore deposit CHF 50,000 before registration. The unpaid balance remains owed to the company and can be called up later.
Where is the share capital deposited before incorporation?
Cash capital goes into a blocked capital-payment account opened at a Swiss bank in the name of the company in formation. The bank confirms receipt, the confirmation is shown to the notary and Commercial Register, and the funds are released to the company once it is registered.
Can I contribute assets instead of cash?
Yes. Capital can be paid in kind using assets such as real estate, machinery, intellectual property or a going concern. The founders must prepare a formation report, a licensed audit expert must confirm the valuation, and the contribution is disclosed in the articles and the Commercial Register.
What happens to the share capital after the company is registered?
Once registered, the blocked account is released and the capital becomes ordinary company funds that can be spent on the business. There is no duty to keep the minimum amount in a bank account permanently. What the law protects afterwards is the balance-sheet equity, not a frozen cash pile.
What is the capital band introduced in 2023?
The capital band (Kapitalband, OR art. 653s to 653v) lets a company's articles authorise the board to increase or reduce registered capital by up to plus or minus 50% over a maximum five-year window without a separate general-meeting vote each time. It is a flexible tool for growth-stage and investor-backed companies.
Can Swiss share capital be in a foreign currency?
Since 1 January 2023, share capital may be denominated in CHF, USD, EUR, GBP or JPY, provided the chosen currency is the most important for the company's activities (OR art. 621 para. 2). The company must then keep its accounts and file its taxes in that same currency.
Is there a tax on paying in share capital?
Paying in capital can trigger the federal issuance stamp duty of 1% (StG art. 5 and 6), but there is a lifetime exemption of CHF 1,000,000 per company. Because the AG and GmbH minimums are well below that, a standard formation at the statutory minimum incurs no issuance stamp.
Do I have to keep the minimum capital in the bank at all times?
No. The minimum is tested at formation. After registration the capital can be used as working capital. Ongoing protection comes instead from accounting rules, legal reserves and the loss-of-capital and over-indebtedness duties on the board (OR art. 725, 725a and 725b).
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