Form a Swiss AG: the joint-stock-company route for foreign founders.

AG in one paragraph

The Aktiengesellschaft (AG), known as Société Anonyme (SA) in French-speaking cantons and Società Anonima in Ticino, is Switzerland's joint-stock corporation. It is a separate legal person with its capital divided into shares, the shareholders' liability limited to their subscription. The AG is governed by articles 620 to 763 of the Swiss Code of Obligations (OR) and is the statutory sibling of the GmbH. In English filings, calling it a "Swiss stock corporation" is safer than "Swiss public limited company", since a Swiss AG is not a UK PLC and is typically privately held.

Typical profiles we form AGs for

Three founder archetypes account for the bulk of our AG engagements. First, scaling companies preparing one or more equity rounds: the AG's registered-share architecture, share-class flexibility, and shareholder privacy outperform the GmbH for any cap-table that will grow. Second, holding and family-office vehicles: the Swiss participation exemption (DBG art. 69 to 70) paired with the AG's privacy make it the default vehicle for group HQs and wealth structures; see our overview of the AG as a holding vehicle. Third, professional-services or licensed businesses that need an AG because their regulator or clients expect one, including FINMA-supervised entities.

Share capital vs paid-in capital (CHF 100,000 / CHF 50,000 or 20%)

Swiss law sets the minimum share capital of an AG at CHF 100,000 (OR art. 621). At incorporation, at least CHF 50,000 or 20 percent of the subscribed share capital, whichever is higher, must be paid in (OR art. 632). The unpaid remainder stays callable and can be demanded by the board at any point once the company operates. Practically, the paid-in portion is deposited on a Swiss bank consignment account (Einzahlungskonto / Kapitaleinzahlungskonto) where it is blocked until the Handelsregister entry is issued, after which it is released to the company's operating account. The bank issues a capital-deposit certificate that the notary annexes to the deed of incorporation.

In-kind contributions (Sacheinlage), when capital isn't cash

Share capital can be contributed in assets rather than cash under OR article 628. The asset must be clearly identifiable, legally transferable to the company, and valued in a written contribution agreement (Sacheinlagevertrag) signed before incorporation. An independent auditor issues a valuation report confirming that the asset's value is at least equal to the shares issued against it. Both the agreement and the auditor's valuation are referenced in the notarial deed and in the articles of association. Typical in-kind cases: an existing business brought into a newly formed Swiss AG, intellectual-property rights, real estate, or stakes in other companies.

Stamp duty on capital issuance

The federal stamp issuance duty is 1 percent on paid-in capital and subsequent capital contributions, with a lifetime exemption of CHF 1,000,000 per company (StG art. 5 and 6). Most AGs formed at the CHF 100,000 to CHF 500,000 band sit below the exemption. Once cumulative paid-in capital crosses CHF 1 million over the life of the company, the 1 percent applies to the excess.

Board of directors (OR art. 707 ff., 716a, 717)

A Swiss AG must have at least one board member (Verwaltungsrat). Members can be natural or legal persons of any nationality; residency is separately regulated by the signatory rule below. The board holds residual corporate powers, with specific non-transferable duties under OR article 716a: ultimate direction of the company, determination of its organisation, structuring of its accounting and financial controls, appointing and removing senior executives, oversight of those executives, and preparation of the annual report and AGM. Directors owe a duty of care and loyalty (OR art. 717), enforceable through shareholder actions, and are exposed to personal liability for breaches of statutory duty.

The Swiss-resident signatory requirement (OR art. 718.4)

At least one authorised representative of the AG, a board member or a company officer with signing power, must reside in Switzerland (OR art. 718.4). The rule is about domicile, not nationality: a non-Swiss national already resident in Switzerland satisfies it, while a Swiss national resident abroad does not. For a foreign sole founder with no Swiss-resident partner or employee, there are three realistic paths: relocating to Switzerland on a B permit, appointing a Swiss-resident employee with signing authority, or engaging our Swiss-resident director service. Owning an AG does not itself grant a residence permit; the permit process and the formation process run on separate tracks.

Auditor: ordinary, limited, or opt-out (OR art. 727 / 727a)

Every AG is, in principle, subject to a statutory audit. Which audit regime applies depends on size. An ordinary audit under OR article 727 is required if the company exceeds two of three thresholds for two consecutive years: balance-sheet total CHF 20 million, revenue CHF 40 million, 250 full-time equivalents. Below that, a limited-scope audit under OR article 727a applies. A full opt-out is permitted where the company has 10 full-time equivalents or fewer and all shareholders consent unanimously; consent is re-confirmed annually in the shareholders' resolutions. The opt-out is popular for early-stage AGs and holding vehicles; it is reversible.

Registered shares (Namenaktien)

Since the 2019 transparency reform, a Swiss AG may only issue registered shares, recorded in the company's share register (Aktienbuch) under OR art. 622.1bis. The share register is kept by the company and is not public, which distinguishes the AG from the GmbH, where members and their holdings are listed in the Handelsregister. Shares are transferred by endorsement or assignment, subject to any transfer restrictions the articles impose. The register is what proves who owns what at a given date, and it is the basis for every AGM notice and every dividend distribution.

Voting and preferred share classes

AGs can issue more than one share class. Voting shares (Stimmrechtsaktien) under OR article 693 allow a lower nominal value to carry one vote, so a founder class of voting shares can retain control after investor rounds; Swiss law caps the voting differential at ten to one. Preferred shares (Vorzugsaktien) under OR article 656 grant economic preferences such as a dividend priority or a liquidation preference and are commonly used in investor rounds. Each share class and its rights must be set out in the articles of association and entered in the Handelsregister; the share-class ladder usually evolves with each financing round.

Transparency reforms 2019 to 2021 (UBO disclosure thresholds)

The 2019 to 2021 transparency package ended the bearer-share era and introduced internal beneficial-owner disclosure obligations. Under OR art. 697j, a shareholder who acquires a stake of 25 percent or more of share capital or voting rights, alone or in concert, must notify the company of the ultimate beneficial owner (name, surname, residential address) within one month. The company enters the beneficial owner in an internal UBO register kept alongside the share register. The UBO register is not public, but it is accessible to Swiss tax, criminal and anti-money-laundering authorities on request. Wilful non-disclosure triggers forfeiture of membership rights on the affected shares plus criminal-law fines for company officers (OR art. 697m; art. 327 StGB).

The steps in sequence

1. 1. Name check via zefix — 1 day. Confirm the proposed AG name is available across all cantonal registers.
2. 2. Draft articles of association — 3 to 7 days. Share classes, transfer restrictions and governance provisions reviewed by the notary.
3. 3. Bank consignment account and paid-in deposit — 1 to 3 days. Capital blocked until Handelsregister entry is confirmed; bank issues the capital-deposit certificate.
4. 4. Notarial deed of incorporation — 1 day. Öffentliche Beurkundung before a Swiss notary under OR art. 629; founders or duly empowered attorneys-in-fact sign.
5. 5. Handelsregister filing and SHAB publication — 7 to 21 days. Cantonal Handelsregisteramt processes the filing; some cantons offer expedited tracks.
6. 6. VAT registration (if applicable) — 5 to 15 days. ESTV processes VAT registration once worldwide turnover crosses CHF 100,000 or voluntarily.
7. 7. Operating bank account — 5 to 30 days (often 4 to 8 weeks for foreign UBOs). Swiss CDD under AMLA is the step where foreign-UBO timelines stretch.

Why bank account onboarding is the real bottleneck

Peer write-ups routinely quote "incorporation in 10 days" and quietly omit the banking step. Swiss customer-due-diligence (CDD) requirements under the Anti-Money-Laundering Act (AMLA) and FINMA supervisory practice apply a source-of-funds and source-of-wealth review to every new corporate customer. For foreign founders, the review extends to the UBO jurisdiction's AML regime, the group-structure chart, and the source-of-wealth documentation. Depending on the bank and the complexity of the UBO, this adds 2 to 4 weeks beyond the standard 5 to 30-day range, sometimes longer. We build this into every engagement plan rather than quote an artificially short timeline.

Annual general meeting (OR art. 698 ff.)

The AG must hold an annual general meeting (Generalversammlung) within six months of its financial year-end. Standard agenda items: approval of the annual accounts, discharge of the board and officers, election or re-election of board members and the auditor (where applicable), and any dividend resolution. Minutes are kept in the company's books and feed the Handelsregister updates triggered by changes to the board or the articles.

Accounting and audit obligations

The AG maintains statutory bookkeeping and produces annual financial statements under OR articles 957 ff. Where the audit thresholds from the governance section are crossed, an ordinary audit under OR article 727 applies; otherwise a limited audit under OR article 727a runs, unless the company qualifies for and elects the opt-out. Our accounting and audit services cover bookkeeping, VAT filings, the annual statements, and audit coordination.

Tax and VAT reporting

The AG files annual federal and cantonal corporate-tax returns. The federal statutory rate is 8.5 percent on net profit after tax, which computes to an effective federal rate of approximately 7.83 percent; the cantonal and municipal layers bring the combined rate into the range shown in the canton matrix above. VAT registration is compulsory once worldwide taxable turnover reaches CHF 100,000 (MWSTG art. 10), at the 8.1 percent standard rate. Dividends attract a 35 percent federal withholding tax at source, reducible under treaty and refundable in full for Swiss-resident recipients.

The UBO / shareholder disclosure register

Alongside the public Handelsregister, the AG maintains an internal UBO register under OR art. 697j. Shareholders crossing the 25 percent threshold (share capital or voting rights), alone or in concert, must notify the company within one month, and the company records the beneficial owner's name, surname and residential address in the register. The duty is ongoing; changes must be reported promptly. The register is not public but is accessible to Swiss tax, criminal and AML authorities on request under the 2019 to 2021 transparency package.

Our engagement scope

A standard AG-formation engagement covers: drafting the articles of association, the board regulations and the share register; coordinating the Swiss notary and scheduling the notarial deed; preparing and lodging the Handelsregister application; opening the bank consignment account and managing paid-in capital release; registering for VAT where turnover thresholds require it; arranging the Swiss-resident signatory where needed, including via our nominee-director service; and handing over to first-year compliance (accounting, payroll and audit coordination). Scope is adjusted per matter; the exact list is fixed in the engagement letter.

How we work with foreign founders

Most of the work is handled remotely. Where in-person attendance is required, we schedule a single notarial appointment in Zug; alternatively, we act under a duly apostilled power of attorney signed in your home jurisdiction and countersigned by a Swiss notary. All communication is English-first. Bank introductions are part of the engagement; we prepare the CDD dossier to match the specific bank's documentation standard so that the onboarding runs in parallel with the Handelsregister filing rather than sequentially after it.

What happens after incorporation

Once the Handelsregister certificate is issued and the operating bank account is live, the company moves into first-year compliance. We continue as your Swiss counterparty under a separate accounting and audit services engagement, with the Swiss-resident director service continuing where it was used for formation. See how we scope and price engagements for the engagement model end-to-end.