Choosing between an AG (Aktiengesellschaft) and a GmbH (Gesellschaft mit beschränkter Haftung) is the single most important structural decision when forming a Swiss company. Both offer limited liability and allow 100% foreign ownership, but they differ substantially in capital requirements, governance, shareholder transparency, share transferability, and operational flexibility.
This guide provides a complete, practitioner-level comparison based on the Swiss Code of Obligations (OR) — the primary law governing both legal forms. The AG is regulated under OR Art. 620 et seq., while the GmbH falls under OR Art. 772 et seq.
Whether you are a foreign entrepreneur entering Switzerland, a startup founder weighing your options, or a business owner considering a conversion, this guide will help you make an informed decision.
AG VS GMBH — KEY FIGURES
CAPITAL REQUIREMENTS
The most obvious difference between the two legal forms is their minimum share capital:
AG (Aktiengesellschaft) — OR Art. 621: The minimum share capital is CHF 100,000. At least 50% (CHF 50,000) must be paid in at the time of formation. The remaining 50% represents a contingent liability of the shareholders and can be called in later by the board of directors. Shares have a minimum nominal value of CHF 0.01.
GmbH (Gesellschaft mit beschränkter Haftung) — OR Art. 773: The minimum share capital is CHF 20,000, which must be 100% paid in upon formation. Share quotas (Stammanteile) have a minimum nominal value of CHF 100.
Both forms allow contributions in kind (Sacheinlagen) instead of cash, provided an independent auditor confirms the valuation. Capital can also be denominated in a foreign currency (USD, EUR, GBP) since the 2023 revision of corporate law, as long as the company's functional currency matches.
Practical consideration: The GmbH's lower capital requirement makes it more accessible for startups and small businesses. However, the AG's ability to defer 50% of the paid-in capital means the actual cash outlay at formation can be as low as CHF 50,000 — still more than the GmbH, but less than the full CHF 100,000. See our AG formation and GmbH formation pages for detailed pricing.
GOVERNANCE STRUCTURE
The governance requirements differ significantly between the two forms:
AG governance (OR Art. 698-726): The AG has a three-tier structure: (1) the general meeting of shareholders (Generalversammlung) as the supreme body, (2) the board of directors (Verwaltungsrat) responsible for strategic oversight, and (3) an optional management team (Geschäftsleitung) handling day-to-day operations. The board must have at least one member. At least one board member with individual signatory power must be domiciled in Switzerland (OR Art. 718 para. 4).
GmbH governance (OR Art. 804-815): The GmbH is simpler. The general meeting of shareholders is the supreme body. Management (Geschäftsführung) is by default vested in all shareholders jointly, though the articles can delegate management to specific shareholders or third parties. At least one managing officer with individual signatory power must be domiciled in Switzerland (OR Art. 814 para. 3).
Key difference: The AG's separation of ownership and management makes it better suited for companies with external investors or complex ownership structures. The GmbH's default model — where shareholders are also managers — works well for owner-operated businesses and partnerships. For companies where the founders want to remain hands-on, the GmbH often requires less paperwork and fewer formalities.
SHAREHOLDER PRIVACY
This is one of the most consequential differences:
AG: Shareholders are not publicly disclosed. The company maintains an internal share register, but this is not accessible to the public. Only the board members and auditors are listed in the Commercial Register, which is publicly visible on Zefix.ch. Note: Since 2015, bearer shares have been abolished for unlisted AGs. All shares are now registered, but the register itself remains private.
GmbH: All shareholders are publicly listed in the Commercial Register. Their names, domicile, and the nominal value and number of their quotas are visible to anyone who searches the register. There is no option for anonymous ownership in a GmbH.
Why this matters: For entrepreneurs, investors, or families who value discretion, the AG is the clear choice. This is one of the primary reasons international investors and high-net-worth individuals prefer the AG structure. If privacy is not a concern, the GmbH's transparency can actually be an advantage — it can increase trust with Swiss business partners and banks who can verify ownership easily.
SHARE TRANSFERABILITY
How easily shares or quotas can be transferred is a critical consideration for exit planning, investment rounds, and ownership changes:
AG shares (OR Art. 684-686): Shares are freely transferable by default. For registered shares, a simple written assignment (endorsement) and entry in the share register suffice. The articles of association may include transfer restrictions (Vinkulierung), requiring board approval for share transfers, but this must be explicitly stated. This makes AGs ideal for companies anticipating future investment rounds or M&A activity.
GmbH quotas (OR Art. 785-788): Transferring GmbH quotas is significantly more complex. Each transfer requires: (1) a notarized public deed (notarielle Beurkundung), (2) approval by the shareholders' meeting (unless the articles state otherwise), and (3) an amendment to the Commercial Register reflecting the new ownership. This process typically costs CHF 1,000-3,000 per transfer and takes 2-4 weeks.
Practical impact: If you plan to bring in investors, issue employee equity, or potentially sell the company, the AG's simpler transfer mechanism is a significant advantage. The GmbH's heavy transfer process makes it poorly suited for dynamic ownership structures. Many GmbH owners later convert to an AG when they outgrow the simpler form.
COMPLETE COMPARISON TABLE
| FEATURE | AG (STOCK CORP.) | GMBH (LLC) |
|---|---|---|
| Legal basis | OR Art. 620-763 | OR Art. 772-827 |
| Minimum capital | CHF 100,000 | CHF 20,000 |
| Minimum paid-in | 50% (CHF 50,000) | 100% (CHF 20,000) |
| Min. share nominal value | CHF 0.01 | CHF 100 |
| Shareholder privacy | Private (not in register) | Public (listed in register) |
| Share transferability | Free (unless restricted) | Notarized deed required |
| Governance | Board of directors + optional management | Shareholders as managers (default) |
| Swiss resident required | Yes (1 board member) | Yes (1 managing officer) |
| Min. shareholders | 1 | 1 |
| Foreign ownership | 100% allowed | 100% allowed |
| Liability | Limited to share capital | Limited to share capital |
| Tax treatment | Corporate income + capital tax | Corporate income + capital tax |
| Audit opt-out | Yes (if <10 FTE, all agree) | Yes (if <10 FTE, all agree) |
| Formation cost (typical) | CHF 4,000-8,000 | CHF 3,000-6,000 |
| Best suited for | Investors, larger ops, privacy | SMEs, startups, owner-operated |
AUDIT REQUIREMENTS
Swiss audit requirements are the same for both AG and GmbH and are governed by OR Art. 727-731a:
- Ordinary audit: Required if the company exceeds two of three thresholds: balance sheet > CHF 20 million, revenue > CHF 40 million, or > 250 FTE employees. Must be performed by a licensed audit firm.
- Limited audit (review): Applies to companies that do not exceed the ordinary audit thresholds. This is a less extensive review engagement.
- Opting-out: Companies with fewer than 10 full-time employees can opt out of any audit entirely, provided all shareholders consent. This is by far the most common choice for newly formed companies and saves CHF 5,000-15,000 per year.
Since the audit rules are identical for both forms, this is not a distinguishing factor in the AG vs GmbH decision. However, it is worth noting that both forms benefit equally from the opting-out option, which significantly reduces ongoing compliance costs for small companies.
TAX TREATMENT
Swiss tax law treats the AG and GmbH identically. Both are subject to:
- Federal corporate income tax: 8.5% on net profit (effectively ~7.8% after deductions)
- Cantonal and communal income tax: Varies by location (combined effective rate: 11.9% to 21.6%)
- Capital tax: Cantonal tax on equity, typically 0.001% to 0.5% per year
- Withholding tax on dividends: 35% federal withholding (refundable under double taxation agreements)
- Issuance stamp duty: 1% on capital contributions exceeding CHF 1 million (applies to both forms)
The choice between AG and GmbH has no direct tax consequences. Tax optimization in Switzerland is driven primarily by the canton of domicile, not the legal form. For tax planning guidance, see our accounting and tax services. More information on Swiss corporate taxation is available from the Federal Tax Administration (ESTV).
FORMATION AND ONGOING COSTS
| COST ITEM | AG | GMBH |
|---|---|---|
| FORMATION (ONE-TIME) | ||
| Share capital deposit | CHF 50,000 - 100,000 | CHF 20,000 |
| Notary fees | CHF 1,500 - 3,000 | CHF 1,000 - 2,000 |
| Commercial Register | CHF 600 - 800 | CHF 600 - 800 |
| Professional formation fees | CHF 2,000 - 5,000 | CHF 1,500 - 3,500 |
| ONGOING ANNUAL | ||
| Registered office | CHF 2,000 - 6,000 | CHF 2,000 - 6,000 |
| Accounting & bookkeeping | CHF 3,000 - 8,000 | CHF 3,000 - 8,000 |
| Quota/share transfer costs | Minimal (endorsement) | CHF 1,000-3,000 per transfer |
| Total formation cost (typical) | CHF 54,000 - 109,000 | CHF 23,000 - 26,500 |
Looking for faster and potentially more cost-effective options? Our shelf AG and shelf GmbH packages include a pre-registered company with all formation costs already covered, allowing you to take ownership within 24-48 hours.
DECISION FLOWCHART — AG OR GMBH?
DO YOU NEED SHAREHOLDER PRIVACY?
Yes: Choose AG. Shareholders remain off the public register. No: Continue to the next question.
WILL YOU RAISE EXTERNAL INVESTMENT?
Yes: Choose AG. Simpler share transfers, stock option plans possible. No: Continue to the next question.
IS YOUR INITIAL BUDGET ABOVE CHF 100,000?
Yes: AG is affordable at your budget level. Consider it for its structural advantages. No: The GmbH's CHF 20,000 capital may be more practical.
DO YOU ANTICIPATE FREQUENT OWNERSHIP CHANGES?
Yes: Choose AG. No notary needed per transfer. No: GmbH's transfer complexity is a non-issue for stable ownership.
IS THIS A SMALL, OWNER-OPERATED BUSINESS?
Yes: The GmbH is likely optimal — lower capital, simpler governance, cost-effective. No: Consider the AG for its flexibility and scalability.
IDEAL USE CASES
Choose an AG if:
- You want shareholder anonymity and privacy
- You plan to raise venture capital or bring in investors
- You want a holding company structure
- The company may be sold or merged in the future
- You want employee stock option plans (ESOPs)
- You need enhanced credibility with international partners
Choose a GmbH if:
- You want to minimize initial capital outlay (CHF 20,000 vs CHF 50,000-100,000)
- You are running a small, owner-operated business
- Ownership is stable and transfers are unlikely
- You prefer simpler governance and fewer formalities
- You are starting a consulting, services, or trading firm
- Public ownership transparency is acceptable or even desired
Learn more about our company formation services or explore our ready-made shelf AG and shelf GmbH options for immediate availability.
CONVERTING BETWEEN FORMS
If your needs change over time, Swiss law permits conversion between legal forms under the Federal Merger Act (FusG). A GmbH can be transformed into an AG (and vice versa) through a formal process that includes:
- A shareholders' resolution (qualified majority required)
- Preparation of new articles of association for the target form
- Notarization of the transformation deed
- Capital increase to CHF 100,000 if converting from GmbH to AG
- Registration of the new form in the Commercial Register
The conversion preserves the legal entity's identity — contracts, bank accounts, tax IDs, and employment relationships continue without interruption. The process typically takes 4-8 weeks and costs CHF 3,000-8,000 in professional fees plus notary and register costs. Our team handles the full conversion process. Contact us to discuss your situation.
NOT SURE WHICH FORM IS RIGHT?
Book a free consultation with our team. We will analyze your specific situation and recommend the optimal structure for your Swiss company.
Get Expert AdviceFREQUENTLY ASKED QUESTIONS
What is the main difference between an AG and a GmbH in Switzerland?
The AG is a stock corporation with CHF 100,000 minimum capital, offering shareholder anonymity and freely transferable shares. The GmbH is a limited liability company with CHF 20,000 minimum capital, where all shareholders are publicly listed and share transfers require notarization.
How much capital do I need for a Swiss AG vs a GmbH?
A Swiss AG requires CHF 100,000 minimum (50% paid in at formation). A GmbH requires CHF 20,000 (100% paid in). Both can accept contributions in kind instead of cash, subject to auditor confirmation.
Are shareholders anonymous in a Swiss AG?
Yes. AG shareholders are not listed in the public Commercial Register. The company maintains a private share register. In contrast, all GmbH shareholders are publicly visible on Zefix.ch.
Can a foreigner own an AG or GmbH in Switzerland?
Yes. There are no nationality restrictions on owning shares in either form. Foreign nationals can hold 100%. However, at least one director or manager with individual signatory power must be domiciled in Switzerland.
Which is better for a startup — AG or GmbH?
For most startups, the GmbH is more practical due to lower capital (CHF 20,000) and simpler governance. However, if you plan to raise external investment or issue stock options, the AG is more suitable despite higher initial capital.
How are shares transferred in an AG vs a GmbH?
AG shares transfer via simple endorsement and register entry. GmbH quota transfers require a notarized public deed, shareholder approval, and a Commercial Register amendment — significantly more complex and costly (CHF 1,000-3,000 per transfer).
Is there a tax difference between an AG and a GmbH?
No. Swiss tax law treats both forms identically. The same corporate income tax rates, capital tax, and withholding tax rules apply. Tax optimization depends on the canton of domicile, not the legal form.
When is an audit required for a Swiss AG or GmbH?
An ordinary audit applies if the company exceeds two of three thresholds: balance sheet > CHF 20 million, revenue > CHF 40 million, or > 250 employees. Companies with fewer than 10 FTE can opt out entirely if all shareholders agree.
Can I convert a GmbH into an AG later?
Yes. The Federal Merger Act allows conversion between forms. The process involves a shareholders' resolution, notarization, capital increase to CHF 100,000, and re-registration. It typically takes 4-8 weeks.
What governance bodies does each legal form require?
An AG requires a board of directors (Verwaltungsrat) with at least one member, plus optional management. A GmbH requires a managing body, which by default consists of all shareholders. The AG has more formal governance; the GmbH is more flexible.
How long does it take to form an AG or GmbH in Switzerland?
Both take 2-4 weeks for new formation. For immediate availability, a shelf company can be transferred within 24-48 hours.
What is the minimum number of shareholders for an AG and a GmbH?
Both the AG and GmbH can be formed with a single shareholder. There is no minimum number of shareholders for either form. A one-person AG or one-person GmbH is fully permitted under the Swiss Code of Obligations.