The AG (public limited company, or Swiss stock corporation — called SA in French-speaking Switzerland) is the premium Swiss capital company: a share capital of CHF 100,000 (at least CHF 50,000 paid in), liability limited to that capital and, above all, shareholder anonymity — shareholders do not appear in the commercial register. It is the form of choice for larger projects, fundraising and groups. Setting one up runs through a notarial deed, a blocked capital deposit and registration in the commercial register — roughly CHF 4,000 to 8,000 in fees and two to four weeks. This guide covers the capital, the shares, governance, the statutory auditor, costs and cantonal taxation of forming an AG in Switzerland.
Contents
What is an AG in Switzerland
The AG is a capital company with its own legal personality, whose capital is divided into shares and whose liability is limited to the share capital. Its owners — the shareholders — are not public: that is the key difference from the GmbH, whose members are named in the commercial register.
- Shareholders: one minimum (individual or company, Swiss or foreign).
- Capital: CHF 100,000, of which at least CHF 50,000 paid in.
- Liability: limited to the share capital.
- Legal basis: Code of Obligations, art. 620 ff.
AG and SA are two names for the same legal form: AG (Aktiengesellschaft) in the German-speaking cantons, SA (société anonyme) in the French-speaking ones such as Geneva. In English it is usually rendered as a public limited company or a Swiss stock corporation. The rules are identical across the country. To place the AG among the other structures, see our guide to the legal forms of business in Switzerland.
Why choose an AG
The AG stands out for the confidentiality of its ownership, its international standing and its flexibility for transferring shares or bringing in investors. Its higher capital makes it a more demanding structure than the GmbH. It is the form worth choosing when you plan to raise capital, bring in investors, build a holding or simply project a more substantial image — and can commit the CHF 100,000 capital.
| Advantages | Drawbacks |
|---|---|
| Shareholder anonymity (not public in the register) | Higher capital: CHF 100,000, of which 50,000 paid in |
| International image and credibility | Higher formation and running costs |
| Flexible transfer of shares | A share register must be kept |
| Easier fundraising and investor entry | More formal governance (board of directors) |
The AG wins once anonymity, image or a fundraise take priority; the GmbH stays more economical for an SME.
To decide between the two forms, compare them point by point in our guide to setting up a GmbH in Switzerland.
Capital, shares and shareholders
Forming an AG requires a share capital of CHF 100,000. Unlike the GmbH, you need not pay in the whole amount: at least 20% of the nominal value of each share and a minimum of CHF 50,000 in total must be paid in (CO art. 632). The balance remains owed and can be called later.
- Capital: CHF 100,000, divided into shares with a nominal value above zero (CO art. 622).
- Paying in: at least CHF 50,000 at incorporation, in cash or in kind.
- Shareholders: one is enough; a shareholder can be a company and reside abroad.
- Local representation: at least one person authorised to represent the company must be resident in Switzerland (CO art. 718 para. 4).
Contributions in kind
The paid-in capital can be provided as a contribution in kind rather than cash: real estate, equipment, a patent or a going concern. As for the GmbH, the operation requires a formation report by the founders and an audit confirmation by a licensed auditor (CO art. 635 and 635a). The asset must be available, transferable and soundly valued — a point the commercial register checks closely.
Registered shares and the end of bearer shares
Since the Transparency Act came into force on 1 November 2019, bearer shares are in principle abolished: except in specific cases (a listed company or intermediated securities), an AG now issues registered shares. The company keeps a share register recording the owners (CO art. 686).
Shareholder anonymity in practice
An AG’s shareholders are not entered in the commercial register — hence the confidentiality towards the public. That anonymity is not absolute secrecy, however: any acquirer who crosses the threshold of 25% of the capital or voting rights must notify the company of the beneficial owner (CO art. 697j), information kept internally and not published.
Important
The share capital is not an expense: the paid-in portion (at least CHF 50,000) goes onto a blocked account, frozen until registration, then released to the company and usable for its activity. The unpaid portion remains a shareholder commitment the company can call at any time.
The formation steps
Forming an AG follows seven steps, from choosing the name to final registration in the commercial register.
1. Choose the company name
The name is freely chosen and must be available, followed by the “AG” (or “SA”) suffix. Check availability on the federal Zefix register.
2. Draft the articles of association
An AG’s articles are more detailed than a GmbH’s: purpose, registered office, share capital, share classes, and the organisation of the board of directors and the general meeting.
3. Open a blocked capital account and deposit the capital
The paid-in portion (at least CHF 50,000) is paid into a blocked deposit account at a Swiss bank, which issues the deposit confirmation.
4. Notarisation
The deed of incorporation is executed in authenticated form: the articles are adopted, the board of directors and the auditor are appointed (or the audit waived), and the capital contributions are confirmed.
5. Registration in the commercial register
The notary files the dossier with the cantonal commercial register. Registration gives the AG its legal personality, its UID number and publication in the Swiss Official Gazette of Commerce (SOGC).
6. Release of the capital and opening the share register
After registration, the bank releases the blocked capital to the company. The board of directors opens and maintains the share register.
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.
Governance of an AG
An AG is run by a board of directors of one or more members, which holds the senior management and representation of the company. At least one person authorised to represent the AG must be resident in Switzerland (CO art. 718 para. 4).
- Board of directors: appoints the management, sets the strategy, answers for the running of the company (CO art. 716 ff.).
- General meeting: the supreme body — it approves the accounts, appoints the board and the auditor, and decides amendments to the articles.
- Signing rights: sole or joint (two signatures), published in the commercial register.
Important — the limits of limited liability
Limited liability protects the shareholders’ assets, but the directors incur personal liability for mismanagement or breach of their duties (CO art. 754). And banks often require personal guarantees to finance a young company: legal protection does not cover a commitment given privately.
The statutory auditor
Like the GmbH, an AG is in principle subject to a limited audit of its accounts, with a possible exemption for small structures.
- Opting out: the AG can waive the audit if it has fewer than 10 full-time employees on annual average and all shareholders consent (CO art. 727a para. 2).
- 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
“For an AG, the real value of advice shows up at the articles stage: share classes, signing rights, transfer clauses and the choice of auditor shape the governance of the years that follow,” notes Andrés Taracido, founder of My Swiss Company. A small, young AG often activates the opting-out — but a company preparing to raise funds is better keeping an audit, to reassure investors.
Costs and timeline
Beyond the capital, forming an AG represents around CHF 4,000 to 8,000 in fees, advisory work included. The more detailed articles and the larger capital explain the gap with the GmbH.
| Item | Indicative amount |
|---|---|
| Notary deed (articles + deed of incorporation) | ≈ CHF 1,500 – 3,000 |
| Commercial register fees + SOGC publication | ≈ CHF 400 – 800 |
| Blocked capital account (bank) | CHF 0 – 300 |
| Share capital (contribution, not a cost) | CHF 100,000, of which 50,000 paid in |
| Corporate services fees (full support) | On quote |
Indicative 2026 figures, varying by canton and complexity.
No issuance stamp duty applies: an AG formed with CHF 100,000 is below the CHF 1,000,000 exemption (Stamp Duty Act art. 6 para. 1 let. h). On timing, plan on two to four weeks, the bank account opening being the longest step because of compliance checks.
AG taxation by canton
An AG 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 in the shareholder’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.
- 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 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 weighs lastingly on the tax burden. My Swiss Company is present in Geneva, Lucerne and Zug and advises on the arbitrage best suited to your activity and ownership. The AG is also the most common form of a Swiss holding company.
After formation
Once the AG is registered, several recurring obligations structure its corporate, accounting and tax life.
- Share register: keeping the owners of shares and notified beneficial owners up to date.
- Accounting: commercial books and annual accounts (CO art. 957 ff.).
- General meeting: at least one ordinary meeting per year, approving the accounts and the allocation of profit.
- Tax return: annual filing on profit and capital.
- Social charges: OASI/DI/EO, occupational pension and accident-insurance statements for staff and salaried directors.
My Swiss Company handles this entire life cycle — accounting, VAT, payroll, keeping the share register and annual closings — through an online ERP platform, right through to the liquidation of the company when the day comes.
AG or GmbH
The choice between AG and GmbH turns on the capital available, the confidentiality of ownership and growth ambitions. The AG is more prestigious and confidential; the GmbH, more accessible.
| Criterion | GmbH (LLC) | AG (Ltd) |
|---|---|---|
| Minimum capital | CHF 20,000 (100% paid in) | CHF 100,000 (50,000 paid in) |
| Owners public in register | Yes (members) | No (shareholders) |
| Confidentiality | Limited | High |
| Governance | Managing directors | Board of directors |
| Best for | SMEs | Larger projects, fundraising |
Sources: CO art. 772 ff. (GmbH), 620 ff. (AG).
To go further: the GmbH guide, or our pillar guide to company formation in Switzerland if you are forming from abroad. 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 an AG in Switzerland
How much capital do you need for an AG?
An AG requires a share capital of CHF 100,000, of which at least CHF 50,000 must be paid in at incorporation (and at least 20% of the nominal value of each share). The balance remains owed and can be called later by the company.
Are an AG’s shareholders anonymous?
Towards the public, yes: shareholders do not appear in the commercial register, unlike a GmbH’s members. The company does keep an internal share register, and any holder of 25% or more must notify the beneficial owner. Confidentiality is therefore real towards the public, but not absolute.
How much does it cost to set up an AG in Switzerland?
Excluding capital, plan on around CHF 4,000 to 8,000: notary deed (CHF 1,500–3,000), commercial register fees and SOGC publication (CHF 400–800), bank charges and advisory fees. The more detailed articles explain the gap with the GmbH.
Can bearer shares still be issued?
No, except in specific cases (a listed company or intermediated securities). Since the Transparency Act came into force on 1 November 2019, AGs issue registered shares and keep a share register.
Can a foreigner set up an AG in Switzerland?
Yes. A shareholder can be an individual or a company resident abroad, and can hold 100% of the capital. The only legal condition is that at least one person authorised to represent the company is domiciled in Switzerland. Beyond that representation requirement, an AG owned from abroad should also show genuine economic substance — effective management and accounting on the ground — to satisfy the tax authorities.
Can an AG have a single shareholder and a single director?
Yes. A Swiss AG can be formed by one shareholder, who can also be the sole member of the board of directors. The only constraint is that at least one person with signing authority is resident in Switzerland — so a single non-resident founder appoints a resident director, or uses a resident director mandate.
Does an AG need a statutory auditor?
Not necessarily. An AG can waive the audit (opting out) if it has fewer than 10 full-time employees and all shareholders 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).
What is the difference between an AG and a GmbH?
The AG requires CHF 100,000 of capital (50,000 paid in) and guarantees shareholder anonymity; the GmbH requires CHF 20,000 fully paid in but its members are public in the commercial register. The AG is more prestigious and suited to fundraising, the GmbH more economical for an SME.
How long does it take to form an AG?
On average two to four weeks between the capital deposit and final registration in the commercial register. Opening the blocked capital account is often the longest step, because of compliance checks.
Sources
Conclusion
The AG is the ideal form for larger projects: a solid capital, shareholder anonymity, structured governance and great flexibility to transfer shares or raise funds. Its technical points — partial payment of the capital, the share register, the beneficial owner and the choice of auditor — are decided at incorporation and shape the governance that follows.
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 AG, from drafting the articles to keeping the share register. Discover our company formation services or contact us for an initial consultation.
