Setting up an AG might sound like something reserved for large corporations, stock market listings and million-franc budgets. In reality, a public limited company is also an attractive legal form for ambitious startups and growing SMEs, particularly when investors, employee participation plans or discreet ownership structures are involved. This guide explains the requirements, how the incorporation process works in Switzerland and what costs you should expect.
What is an AG, and how does it differ from a GmbH?
An AG, or public limited company, is a corporation with its own legal personality and is governed by Arts. 620 to 763 of the Swiss Code of Obligations (CO). As with a GmbH, liability is generally limited to the company’s assets, so your personal assets are not normally at risk. However, there are several structural differences that can be decisive in certain situations:
- The minimum capital of CHF 100,000 is five times higher than for a GmbH, which requires CHF 20,000.
- Shares are generally freely transferable. In a GmbH, transferring capital contributions requires the approval of the shareholders’ meeting and public notarisation.
- Shareholders are not entered in the commercial register. This keeps the ownership structure discreet from the public, which can be an advantage for investors and holding structures.
- Employee participation plans, such as an ESOP, are administratively easier to implement with shares than with GmbH capital contributions.
An AG is therefore particularly suitable for capital-intensive businesses, startups with venture capital ambitions, holding companies and businesses that want flexibility in structuring their ownership. You can find a detailed comparison of all legal forms in our guide to legal forms. Our comparison of sole proprietorships and GmbHs looks at those two options in more detail.
Requirements for setting up an AG
Share capital: at least CHF 100,000
The share capital must amount to at least CHF 100,000 under Art. 621 CO. At incorporation, at least 20% of the nominal value of each share must be paid up. In all cases, however, at least CHF 50,000 must be paid in under Art. 632 CO. The remaining CHF 50,000 may be called in at a later date.
The capital can also be contributed in kind, for example in the form of machinery, real estate or intellectual property, provided that the contribution in kind is examined and confirmed in the deed of incorporation.
Since the revised company law came into force in 2023, the share capital may also be denominated in a foreign currency, specifically euros, US dollars, pounds sterling or yen, provided that the same currency is used for the accounting records. At incorporation, its value must be equivalent to at least CHF 100,000.
Founders and board of directors
An AG may be established by a single natural person or legal entity. Its highest governing body is the board of directors. At least one member of the board must be a natural person resident in Switzerland who is authorised to represent the company under Art. 718 para. 4 CO.
The names of the board members are published in the commercial register. They may be held personally liable if they intentionally or negligently breach their duties under Art. 754 CO. However, they do not bear the company’s ordinary business risk privately.
Auditor or opting-out
In principle, every AG requires an auditor. However, small companies with no more than ten full-time positions on annual average may opt out of the limited statutory examination if all shareholders agree. This is known as opting-out under Art. 727a para. 2 CO. It is the usual choice for most newly established companies.
Setting up an AG: the process step by step
1. Choose and check the company name
The company name must include the suffix “AG” and must not be confused with an existing entry. You can check its availability through the federal government’s central business name index, Zefix. Unlike a sole proprietorship, the name does not need to contain a surname, so you can use a purely invented name.
2. Prepare the articles of association
The articles of association form the basic legal framework of your AG. Among other things, they define the company name, registered office, purpose, share capital, type and nominal value of the shares, governing bodies and any transfer restrictions. You can find information about the required content on the federal government’s SME Portal (SECO).
3. Open a capital contribution account
You open a blocked account with a Swiss bank and pay in at least CHF 50,000. The bank issues confirmation of the capital contribution, which the notary needs for the public deed. Once the company has been entered in the commercial register, the account is released and the money is transferred to a regular business account.
4. Hold the incorporation meeting and obtain public notarisation
The AG is established through a deed of incorporation that must be publicly notarised. The founders declare that they are establishing the company, adopt the articles of association and appoint the board of directors and, where required, the auditor. Public notarisation is mandatory under Art. 629 CO.
5. Enter the company in the commercial register
After notarisation, you submit the AG for registration with the commercial register office. The AG only comes into legal existence upon registration under Art. 643 CO. The incorporation is then published in the Swiss Official Gazette of Commerce (SOGC), and the company receives its unique enterprise identification number (UID).
The easiest way to submit the registration is through EasyGov.swiss, the federal government’s official online portal for businesses.
6. Issue share certificates and open the share register
After incorporation, you issue the share certificates and open the share register, in which all registered shareholders are recorded. Since 2019, holders of bearer shares have been required to disclose their identity to the company under Art. 697i CO.
7. Register for social insurance and VAT
For social insurance purposes, board members and managing directors of an AG are considered employees, even if they are the sole shareholders. Register the AG with the compensation office and arrange the mandatory insurance cover, including OASI, disability insurance and income compensation, occupational pensions, accident insurance and unemployment insurance. Once annual turnover reaches CHF 100,000, the company must also register for VAT with the Federal Tax Administration (FTA). You can find the details in our VAT guide.
How much does it cost to set up an AG?
In addition to share capital of at least CHF 100,000, of which CHF 50,000 must be paid up at incorporation, there are one-off incorporation costs. The federal government’s SME Portal (SECO) and various practical sources provide the following estimates:
- Notary fees for the deed of incorporation and share certificates: CHF 800 to CHF 2,500, depending on the canton
- Commercial register entry: CHF 600, provided the share capital does not exceed CHF 200,000
- Advice on incorporation formalities: CHF 1,000 to CHF 4,000
An issuance stamp duty of 1% only applies if the capital exceeds CHF 1,000,000, so most incorporations are not affected. For a standard incorporation with the minimum capital, you should budget around CHF 3,000 to CHF 6,000 in one-off costs. This does not include the share capital itself, which remains in the company.
Checklist: setting up an AG
- Confirmed the AG as the legal form and checked the company name through Zefix, including the “AG” suffix
- Prepared the articles of association, including share capital, share type, governing bodies and any transfer restrictions
- Appointed the board of directors and ensured that at least one person is resident in Switzerland
- Appointed an auditor or approved opting-out
- Opened a capital contribution account and paid in at least CHF 50,000
- Scheduled a notary appointment for the deed of incorporation
- Submitted the registration to the commercial register office, for example through EasyGov.swiss
- Issued share certificates and opened the share register
- Registered with the compensation office and arranged occupational pension and accident insurance
- Checked VAT liability, which generally applies from CHF 100,000 in turnover
- Set up the accounting system
After incorporation: accounting obligations from day one
Like a GmbH, an AG must keep double-entry accounts from day one under Art. 957 para. 1 CO, including a balance sheet, income statement and notes. It must also prepare an annual report. This is not a minor administrative detail, but an ongoing obligation that applies from the moment the company is established.
With Infinity, you can manage your double-entry accounting without having to work through the details of debits and credits. The traditional accounting logic runs entirely in the background. You see clear entry suggestions, AI assigns everything correctly, and payroll entries from Infinity Payroll flow directly into your accounts. Our guide to double-entry accounting explains how the system works.
Further information
You can find detailed information about setting up an AG, from the requirements and costs to the checklist, on the federal government’s SME Portal (SECO). The legal basis is set out in the Swiss Code of Obligations, Arts. 620 et seq. CO.
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