The GmbH is Switzerland’s most popular limited-liability corporate form. According to the Federal Statistical Office’s Structural Business Statistics (STATENT), there are around 140,000 GmbHs in the country. It is easy to see why: you can establish one with as little as CHF 20,000, it protects your personal assets and it presents a professional image. However, setting one up involves a notary, articles of association and the commercial register. This guide explains step by step how to set up a GmbH in Switzerland, what it costs and what you need to take care of after incorporation.
What is a GmbH, and who is it suitable for?
A GmbH (limited liability company) is a corporation with its own legal personality. In other words, it is a separate legal entity that can enter into contracts, incur debts, sue and be sued. The key advantage is that, in principle, only the company’s assets are liable, not your personal assets.
The GmbH is Switzerland’s most popular limited-liability corporate form. According to the Federal Statistical Office’s Structural Business Statistics (STATENT), there were around 140,000 GmbHs as of 2023. This makes it particularly suitable for founders who want to limit their personal risk while starting with a manageable amount of capital. By comparison, a public limited company (AG) requires minimum share capital of CHF 100,000. If you are not yet sure whether a GmbH or a sole proprietorship is the better fit, our comparison of legal forms will help you decide.
Requirements for setting up a GmbH
Share capital: at least CHF 20,000
Share capital is at the heart of every GmbH incorporation. It must amount to at least CHF 20,000 under Art. 773 of the Swiss Code of Obligations (CO) and must be fully paid up at the time of incorporation, either in cash or as a contribution in kind (Art. 777c CO). It is important to know that the share capital is not a fee: once the company has been entered in the commercial register, the GmbH can use it for business purposes.
The share capital is divided into capital contributions. Since the revised company law came into force in 2023, a capital contribution only needs to have a nominal value greater than zero (Art. 774 CO). The previous minimum nominal value of CHF 100 no longer applies.
Shareholders and management
A GmbH can be established by a single person (Art. 775 CO), who may be both the sole shareholder and managing director. However, at least one person authorised to represent the company must be resident in Switzerland (Art. 814 para. 3 CO). The GmbH also requires an auditor. Small companies with no more than ten full-time positions on annual average may opt out of a limited statutory examination if all shareholders agree.
Setting up a GmbH in Switzerland: the process step by step
1. Choose the legal form and check the company name
Once you have decided on a GmbH, first check whether your preferred company name is still available. You can do this through the federal government’s central business name index, Zefix. The name must not be misleading and must include the suffix “GmbH” (Art. 950 CO).
2. Prepare the articles of association and incorporation documents
The articles of association specify, among other things, the company name, registered office, purpose and amount of share capital. The Commercial Register Office of the Canton of Zurich provides free template articles of association that you can use as a starting point.
A quick start for your corporate purpose: You will define the binding wording with the notary, but you can create a concise initial draft to discuss in seconds. Copy this prompt into an AI assistant:
Draft three concise versions of the corporate purpose for a Swiss GmbH operating in [your activity, e.g. web design]. Write one to two sentences per version, using factual language without marketing claims, as a draft to discuss with the notary.
3. Open a capital contribution account
You pay the share capital into a special blocked bank account known as a capital contribution account. The bank confirms the deposit, and the notary needs this confirmation.
4. Have the incorporation publicly notarised
The formation of a GmbH must be recorded in a public deed (Art. 777 CO). At the notary appointment, the founders formally declare that they are establishing the company, adopt the articles of association and appoint the management and, if required, the auditor.
5. Enter the company in the commercial register
After notarisation, you submit the GmbH for registration with the commercial register office in your canton. Crucially, the GmbH only comes into legal existence upon registration (Art. 779 CO), not when the incorporation is notarised. The formation is then published in the Swiss Official Gazette of Commerce (SOGC), and the company receives its unique enterprise identification number (UID).
6. Register for social insurance and, if applicable, VAT
Finally, register the GmbH with the relevant compensation office. Compulsory VAT liability generally applies from CHF 100,000 in relevant annual turnover. If it is already foreseeable at incorporation that the company will reach this threshold within the next twelve months, VAT liability begins when business activity starts. You can find more details in our VAT guide.
How much does it cost to set up a GmbH?
In addition to the CHF 20,000 in share capital, there are one-off incorporation costs. The federal government’s SME Portal provides the following estimates:
- Advice on incorporation formalities: CHF 600 to CHF 2,000
- Notary fees for the incorporation documents: CHF 700 to CHF 2,000
- Commercial register entry: CHF 600, provided the share capital does not exceed CHF 200,000
An issuance stamp duty of 1% only applies if the capital exceeds CHF 1,000,000, so it does not affect a typical incorporation. Notary fees are regulated at cantonal level, which means the total cost can vary considerably depending on the company’s location. For a straightforward standard incorporation, you should therefore budget several thousand francs in one-off costs in addition to the share capital.
You can find current and binding information on the federal government’s SME Portal.
Checklist: setting up a GmbH
- Confirmed the GmbH as the legal form and checked the company name via Zefix, including the “GmbH” suffix
- Prepared the articles of association, using official templates as a basis
- Arranged share capital of at least CHF 20,000
- Opened a capital contribution account and paid in the capital
- Scheduled a notary appointment for the public deed
- Appointed the management and ensured that at least one authorised signatory is resident in Switzerland
- Appointed an auditor or checked whether an opting-out is possible
- Submitted the registration to the commercial register office
- Registered with the compensation office and, if applicable, for VAT
- Set up the accounting system, as explained below
After incorporation: accounting obligations from day one
One point that is easy to overlook amid the excitement of starting a company is that a GmbH must keep double-entry accounts from day one (Art. 957 CO). Unlike a small sole proprietorship, which may under certain conditions keep simplified records of income, expenses and assets, a GmbH must properly record its assets, liabilities, expenses and income and prepare annual financial statements. This ongoing accounting work is one of the main reasons why operating a GmbH costs more than running a sole proprietorship.
This is exactly where modern software can help. With Infinity, you can manage your GmbH’s double-entry accounting without having to understand every detail of debits and credits. AI suggests the appropriate entries directly from your bank transactions, and you simply confirm them. Our guide to double-entry accounting explains how double-entry accounting works. If you have just incorporated your company, our startup page contains everything you need to get your accounting off to the right start. Alternatively, book a free, no-obligation demo with Francesco, where he will introduce you to Infinity and answer your questions about the software and your requirements.
Further information
You can find detailed and up-to-date information about setting up a GmbH, from the requirements to the costs, on the federal government’s SME Portal (SECO). The legal basis is set out in the Swiss Code of Obligations (Art. 772 et seq. CO).
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