The GmbH (limited liability company, called Sàrl in French-speaking Switzerland) is the most popular form for structuring an SME in Switzerland: a share capital of CHF 20,000, fully paid in, liability limited to that capital, and the option to partner with one or several individuals or companies. Setting one up runs through a notarial deed, a blocked capital deposit and registration in the commercial register — roughly CHF 1,500 to 2,500 in fees and two to four weeks. This guide covers the requirements, the steps, governance, the statutory auditor, costs and cantonal taxation of forming a GmbH in Switzerland.
Contents
What is a GmbH in Switzerland
A GmbH is a capital company with its own legal personality, formed by one or more founders, whose liability is limited to the share capital. Legally distinct from its members, it contracts, owns and answers for its debts in its own name — the members’ private assets are, in principle, protected.
GmbH and Sàrl are two names for the same legal form: GmbH (Gesellschaft mit beschränkter Haftung) in the German-speaking cantons, Sàrl (société à responsabilité limitée) in the French-speaking ones such as Geneva. The rules — capital, liability, governance — are identical across the whole country.
- Members: one minimum (individuals or companies, Swiss or foreign).
- Capital: at least CHF 20,000, fully paid in.
- Liability: limited to the share capital.
- Legal basis: Code of Obligations, art. 772 ff.
It is the reference structure for SMEs, service businesses and ventures with several partners. To place the GmbH among the other structures, see our guide to the legal forms of business in Switzerland.
Why choose a GmbH
The GmbH pairs an accessible entry capital with protection of your personal assets — which is what makes it the natural gateway to the capital-company world. It does come with trade-offs worth knowing before you commit.
| Advantages | Drawbacks |
|---|---|
| Accessible entry capital (CHF 20,000) | Members named publicly in the commercial register |
| Liability limited to the capital | Capital fully paid in from incorporation |
| Legal personality and credibility with banks | Transferring quotas is more formal than transferring shares |
| Can be opened to several members | Less “large-scale” image than an AG for raising funds |
The GmbH suits SMEs; the AG becomes the better fit once owner anonymity or a major fundraise takes priority.
If you are still weighing the form, compare them point by point in our guide to setting up an AG in Switzerland, or start simpler with a sole proprietorship.
Capital, quotas and members
Forming a GmbH requires a share capital of at least CHF 20,000, fully paid in at incorporation (CO art. 773 and 777c). Unlike the AG, you cannot pay in only part of it: the whole amount must be contributed, in cash or in kind. The capital is divided into quotas — the GmbH equivalent of shares — with a minimum nominal value of CHF 100 each (CO art. 774).
- Amount: CHF 20,000 minimum, divided into quotas of at least CHF 100 nominal value.
- Paying in: in full, in cash on a blocked deposit account or by a valued contribution in kind.
- Members: one is enough; a member can be a company and can reside abroad.
- Local representation: the company must be able to be represented by a person resident in Switzerland — a managing director (CO art. 814 para. 3).
Contributions in kind
The capital can be paid in through a contribution in kind rather than cash: a vehicle, equipment, a patent, inventory or a going concern. The operation requires a formation report drawn up by the founders and an audit confirmation by a licensed auditor (CO art. 777c para. 2). The asset must be immediately available and transferable, and its value soundly assessed — a point the commercial register frequently checks.
Transferring quotas
Transferring quotas in a GmbH is more formal than transferring AG shares. The transfer requires written form (CO art. 785) and, unless the articles provide otherwise, the approval of the members’ meeting (CO art. 786). It is recorded in the company’s register of quotas (CO art. 790), and the new member appears in the commercial register. The articles may include an approval clause that frames how new members are admitted.
Important
The CHF 20,000 capital is not a “cost”: it is paid into a blocked account, frozen while registration goes through, then released to the company, which can use it for its activity. It becomes a company asset, not money spent. Note too that GmbH members are named in the commercial register: if owner anonymity matters, the AG is the better fit.
The formation steps
Forming a GmbH follows seven steps, from choosing the name to final registration in the commercial register.
1. Choose the company name
The name must be available and carry the “GmbH” suffix. Check availability on the federal Zefix register before going any further.
2. Draft the articles of association
The articles set out the company’s purpose, registered office, capital and governance. It is the founding document, so it pays to calibrate it correctly from the start rather than amend it — at a cost — later.
3. Open a blocked capital account and deposit the capital
The CHF 20,000 is paid into a blocked deposit account at a Swiss bank, which issues a deposit confirmation — the document the notary will need at the next step.
4. Notarisation
The deed of incorporation is executed in authenticated form before a notary: the articles are adopted, the management is appointed, and the capital contributions are formally confirmed.
5. Registration in the commercial register
The notary files the dossier with the cantonal commercial register. Registration gives the GmbH its legal personality, its UID number and publication in the Swiss Official Gazette of Commerce (SOGC).
6. Release of the capital
Once registration is effective, the bank releases the blocked capital to the company, which is then free to use it for its activity.
7. Final registrations
Register with social insurance (OASI/AHV), set up occupational pension (BVG) for employees, and register for VAT once turnover passes CHF 100,000.
Management and governance
A GmbH is run by one or more managing directors, who may be members or third parties, and who handle the management and representation of the company. At least one person authorised to represent the company must be resident in Switzerland (CO art. 814 para. 3).
- Signing rights: sole or joint (two signatures), set in the articles and published in the commercial register.
- Members’ meeting: the supreme body, it approves the accounts, the allocation of profit and amendments to the articles.
- Majorities: key decisions (amending the articles, increasing the capital, dissolution) require at least two-thirds of the votes represented and an absolute majority of the nominal capital (CO art. 808b).
Important — the limits of limited liability
Limited liability protects members’ assets, but it is not absolute. A managing director incurs personal liability for mismanagement, breach of duties or failings (CO art. 754). And banks often require personal guarantees (a surety) before extending credit to a young GmbH: legal protection does not cover a commitment given privately.
The statutory auditor
Every GmbH is, in principle, subject to a limited audit of its accounts by a licensed auditor. The law provides two regimes and one important exemption for small structures.
- Opting out: a GmbH can waive the audit if it has fewer than 10 full-time employees on annual average and all members consent (CO art. 727a para. 2). This is the most common case for small SMEs.
- Limited audit: the default regime whenever opting out is not possible or not wanted.
- Ordinary audit: mandatory if the company exceeds, over two consecutive years, two of the three thresholds — total assets of CHF 20 million, turnover of CHF 40 million, 250 full-time employees (CO art. 727).
My Swiss Company advice
“The question is not only how to form the GmbH, but how to structure it for the next five years: capital, signing rights, cantonal taxation and the audit opting-out are all decided at incorporation,” notes Andrés Taracido, founder of My Swiss Company. As a rough guide, a limited audit is often billed between CHF 1,500 and 3,000 a year — a cost the opting-out avoids while the structure stays small.
Costs and timeline
Beyond the CHF 20,000 capital (which comes back to the company), forming a GmbH represents around CHF 1,500 to 2,500 in fees, excluding advisory work.
| Item | Indicative amount |
|---|---|
| Notary deed (articles + deed of incorporation) | ≈ CHF 800 – 1,500 |
| Commercial register fees + SOGC publication | ≈ CHF 400 – 700 |
| Blocked capital account (bank) | CHF 0 – 300 |
| Share capital (contribution, not a cost) | CHF 20,000, released then usable |
| Corporate services fees (full support) | On quote |
Indicative 2026 figures, varying by canton and complexity.
No issuance stamp duty applies: a GmbH formed with CHF 20,000 is well below the CHF 1,000,000 exemption (Stamp Duty Act art. 6 para. 1 let. h). Formation costs are also deductible from the company’s result.
On timing, plan on two to four weeks between the capital deposit and final registration. Opening the bank account is often the longest step: Swiss banks apply strict compliance procedures, especially for non-resident members. A complete file prepared upfront (ID, source of funds, business plan) saves weeks of back-and-forth.
GmbH taxation by canton
A GmbH is taxed as a capital company: it pays a profit tax and a capital tax at federal, cantonal and communal level. Distributed profit is then taxed a second time in the member’s hands as a dividend — the economic double taxation, softened by partial taxation.
- Profit tax: the direct federal tax is 8.5% of net profit; cantonal and communal taxes are added on top and vary widely between cantons.
- Capital tax: levied at cantonal level on the company’s equity.
- Partial taxation of dividends: dividends from a holding of at least 10% are taxed at 70% at the federal level (LIFD art. 20); cantons apply their own partial-taxation rates.
| Canton (My Swiss Company location) | Effective profit tax rate (indicative 2026) |
|---|---|
| Zug (ZG) | ≈ 11.8% |
| Lucerne (LU) | ≈ 12.2% |
| Geneva (GE) | ≈ 14.0% |
Combined effective rates (federal + cantonal + communal), indicative 2026, varying by commune. Source: Swiss Federal Tax Administration (FTA).
The choice of canton of domicile therefore has a direct, lasting impact on the company’s tax burden. My Swiss Company is present in Geneva, Lucerne and Zug — three cantons with distinct tax profiles — and advises on the arbitrage best suited to your activity.
After formation
Once the GmbH is registered, several recurring obligations structure its corporate, accounting and tax life.
- Accounting: keeping commercial books and preparing annual accounts (CO art. 957 ff.).
- Members’ meeting: at least one ordinary meeting per year, approving the accounts and the allocation of profit.
- Tax return: annual filing of the company’s tax return, on profit and capital.
- Social charges: OASI/DI/EO, occupational pension and accident-insurance statements for staff and salaried managing members.
- VAT: periodic statements once liable (turnover above CHF 100,000).
My Swiss Company handles this entire life cycle — accounting, VAT, payroll and annual closings — through an online ERP platform and a digital vault, right through to the liquidation of the company when the day comes.
GmbH, AG or sole proprietorship
The choice of legal form turns on the capital available, the need to protect personal assets and the confidentiality of the owners. The GmbH sits in between the simplicity of the sole proprietorship and the scale of the AG.
| Criterion | Sole proprietorship | GmbH (LLC) | AG (Ltd) |
|---|---|---|---|
| Minimum capital | None | CHF 20,000 (100% paid in) | CHF 100,000 (50,000 paid in) |
| Liability | Unlimited | Limited to capital | Limited to capital |
| Legal personality | No | Yes | Yes |
| Owners public in register | The owner | Yes (members) | No (shareholders) |
| Best for | Starting solo | SMEs | Larger projects |
Sources: CO art. 945 ff. (sole prop.), 772 ff. (GmbH), 620 ff. (AG).
To go further: the sole proprietorship if you are starting alone, the AG for the most ambitious projects. If you are forming your GmbH from abroad, see our pillar guide to company formation in Switzerland. A GmbH can also be converted into an AG under the Merger Act, by raising the capital to CHF 100,000 — a common move as a business grows or prepares to raise funds.
FAQ: setting up a GmbH in Switzerland
How much capital do you need for a GmbH?
A GmbH requires a minimum share capital of CHF 20,000, fully paid in at incorporation, in cash or in kind. The capital is deposited on a blocked account, then released to the company after registration in the commercial register; it becomes a company asset, not money spent.
How much does it cost to set up a GmbH in Switzerland?
Excluding the capital, plan on around CHF 1,500 to 2,500 in fees: notary deed (CHF 800–1,500), commercial register fees and SOGC publication (CHF 400–700), and any bank charges. Full corporate-services support is added on quote.
How long does it take to form a GmbH?
On average two to four weeks between the capital deposit and final registration in the commercial register. Opening the bank account is often the longest step, because of compliance checks — especially for non-resident members.
What documents are needed to form a GmbH?
You need the articles of association, the notarised deed of incorporation, the bank’s capital deposit confirmation, ID documents for the members and managing directors, and — for a contribution in kind — a formation report together with an audit confirmation by a licensed auditor.
Does a GmbH need a statutory auditor?
Not necessarily. A GmbH can waive the audit (opting out) if it has fewer than 10 full-time employees on annual average and all members consent. Above that, a limited audit applies; an ordinary audit becomes mandatory if the company exceeds two of the three legal thresholds (assets CHF 20m, turnover CHF 40m, 250 employees).
Can a foreigner set up a GmbH in Switzerland?
Yes. A member can be an individual or a company resident abroad. The only requirement is that the company can be represented by a person domiciled in Switzerland with signing authority — a managing director.
Are GmbH members public?
Yes. Unlike the shareholders of an AG, the members of a GmbH are named in the commercial register and so publicly searchable. If owner confidentiality is a priority, the AG is the better fit.
Can a GmbH be converted into an AG?
Yes. A GmbH can be converted into an AG under the Merger Act, by raising the capital to CHF 100,000 and adapting the articles. It is a common operation as a business grows or prepares to raise funds.
Sources
Conclusion
The GmbH is the ideal form for structuring an SME in Switzerland: an accessible CHF 20,000 capital, protection of personal assets and genuine commercial credibility. Its technical points — full payment of the capital, public listing of members, the audit opting-out and cantonal taxation — are decided at incorporation and shape the years that follow.
My Swiss Company SA, a Swiss corporate services provider present in Geneva, Lucerne and Zug and active in 20+ countries, supports the formation and administration of your GmbH, from drafting the articles to the accounting. Discover our company formation services or contact us for an initial consultation.
