How to Register a Company in Switzerland: Step‑by‑step for AG & Gmbh

Register company Switzerland searches spike whenever founders, in‑house counsel and bank onboarding teams need a practical, legally grounded route from incorporation decision to an operational Swiss entity. This guide sets out the full procedure for the two most common vehicles, the AG (Aktiengesellschaft) and the GmbH (Gesellschaft mit beschränkter Haftung), covering documents, notarisation, commercial register filing, capital deposit and post‑registration duties. It also explains the practical impact of Switzerland’s forthcoming transparency and anti‑money‑laundering (AML) reforms, which are intended to introduce sharper beneficial‑owner disclosure obligations. Written for decision‑stage readers, it distinguishes what the law requires from what banks and notaries will demand in practice.

Throughout, statutory points are anchored to the Swiss Code of Obligations and to official registry and government sources.

1. Overview, what “register company Switzerland” actually means

To register a company in Switzerland is to bring a new legal person into existence through entry in the Cantonal Commercial Register. Until that entry is made and published, the company does not exist as a distinct legal entity capable of holding assets, contracting or suing in its own name. The process is therefore not a formality bolted onto a business that already operates, it is the constitutive act that creates corporate personality.

What incorporation does legally

Incorporation separates the company from its owners. Once registered, the AG or GmbH has its own legal capacity, its own liability perimeter, and its own tax identity. Shareholders’ and members’ exposure is, in principle, limited to their capital contribution. The moment of legal birth is the entry in the Commercial Register, not the signing of the articles or the notarial deed. This is why the registry step (see Step 4 below) is the decisive procedural milestone when you register company Switzerland.

AG vs GmbH, quick snapshot

The AG is a share company built for investor participation, transferable shares and, potentially, listing. The GmbH is a limited liability company designed for owner‑managed businesses and small‑to‑medium enterprises, with membership interests rather than freely tradable shares. Both are governed by the Swiss Code of Obligations, both confer limited liability, and both are subject to the same beneficial‑owner transparency expectations. The core practical differences, capital, transferability and governance, are set out in the comparison table under Step 1.

2. Eligibility, who can found a Swiss company

Swiss company registration is open to a broad range of founders. Both natural persons and legal entities may found an AG or a GmbH, and there is no requirement that founders be Swiss nationals or Swiss residents. A single founder is sufficient to establish either an AG or a GmbH.

Founders, natural persons and legal entities

Individuals and corporate bodies (including foreign companies) can act as founders. Where a legal entity is a founder, the practical consequence under the current transparency expectations is that its own ownership chain must be traced to identify the ultimate beneficial owners, a point that materially affects the documentation you assemble before notarisation.

Residence requirements for directors and management

While founders need not be Swiss‑resident, the company must be capable of being represented by at least one person domiciled in Switzerland who can bind it. In practice this means at least one person with signature authority, for an AG, a member of the board of directors or a manager; for a GmbH, a managing officer, must be resident in the country. Regulated or licensed activities, banking, financial services and similar supervised sectors, carry additional management and residence expectations imposed by the relevant supervisory framework. Founders in regulated sectors should confirm these requirements before drafting the articles.

Minimum share capital rules

Capital thresholds differ by legal form and are fixed by the Swiss Code of Obligations. These figures drive the bank capital‑deposit step and should be settled at the outset. They are detailed in Step 1 and in the comparison table below.

3. Step‑by‑step process to register company Switzerland (AG & GmbH)

The following procedure applies to both the AG and the GmbH, with the principal differences arising at the capital stage. The table sets out the sequence, the responsible party and realistic durations; the narrative that follows explains each step in practice.

Step 1, Choose AG or GmbH and draft the articles

The first decision is the legal form, because it fixes the capital you must raise, the governance model and the ease with which ownership can later change hands. Under the Swiss Code of Obligations, an AG requires share capital of CHF 100,000, of which at least 20% and in any event a minimum of CHF 50,000 must be paid in at incorporation. A GmbH requires capital of CHF 20,000, which must be fully paid. The articles of association must state the company’s name, registered office (seat), purpose, capital and the organisation of its governing bodies.

Step 2, Prepare and notarise the incorporation deed

The incorporation of an AG requires a public deed executed before a Swiss notary, at which the founders subscribe for shares and adopt the articles. The founding of a GmbH is likewise effected by public deed. The notary records the founders’ declarations, confirms the capital subscription and authenticates signatures. Articles may be prepared and discussed in English or another language for internal purposes, but the register entry and the deed are executed in an official language of the canton, typically German, French or Italian. Notaries carry due‑diligence responsibilities, and where a company has bearer‑type structures or complex ownership, additional identification of the parties may form part of the notarisation appointment.

Step 3, Open the blocked capital deposit account

Before the company can be registered, the founders must pay the required capital into a blocked (capital‑deposit) account at a Swiss bank. The bank issues a confirmation that the capital has been deposited and is blocked pending registration, a document the Commercial Register requires as evidence that the minimum capital has been paid. This is frequently the slowest part of the process to register company Switzerland, because the bank must complete its know‑your‑customer (KYC) checks before opening the account. Banks require identity documents and information on the company’s beneficial owners at the KYC stage, so preparing these in advance materially shortens the timeline.

Step 4, File with the Cantonal Commercial Register

The notarised deed, the articles, the capital confirmation and the supporting application forms are submitted to the Commercial Register of the canton in which the company has its seat. Filing may be handled by the notary, a lawyer acting under power of attorney, or the founders directly. Registration fees are payable at this stage and vary by canton. Entry in the register is the constitutive act: this is the point at which the company acquires legal personality. Company data can be searched centrally through Zefix, the central business name index maintained by the Federal Commercial Registry Office.

Step 5, Publication and the UID business number

Once entered, the registration is published in the Swiss Official Gazette of Commerce (SOGC), and the company is issued a UID (business identification number). Founders can then obtain a certified commercial register extract, which functions as the company’s proof of existence for banks, counterparties and authorities. The extract is typically the first document a bank will request when the company later seeks to open operational accounts.

Step 6, Post‑registration tax and social insurance registration

After registration, the company must attend to its tax and social‑insurance obligations. Value‑added tax (VAT) registration with the Swiss Federal Tax Administration is required where the company’s worldwide turnover reaches the threshold set by the VAT Act (currently CHF 100,000). The company must also register with the relevant social insurance schemes for its employees and notify the cantonal and federal tax authorities. An accountant or tax adviser typically manages these registrations in parallel with the final banking steps.

Step 7, Beneficial‑owner and AML actions

Beneficial‑owner transparency is an integral part of Swiss corporate practice. Under the Code of Obligations, GmbH members are entered in the commercial register, and companies must maintain internal registers of shareholders and of beneficial owners as required by law. Founders should have this information documented at, or shortly after, registration. This step is examined further in section 7.

Step 8, Open operational accounts and unblock capital

Following registration and completion of the bank’s AML and beneficial‑owner checks, the blocked capital is released and the company can operate its accounts normally. Banks will generally require the commercial register extract, the articles, identification for founders and beneficial owners, and confirmation of the beneficial ownership before unblocking funds. The first board or managing directors should also convene, appoint a statutory auditor where the company is subject to audit, and record the initial resolutions.

4. Required documents to register company Switzerland

The documents you assemble determine whether the process runs smoothly or stalls at notarisation or filing. The table below lists what you need, who provides it and when it is required. Foreign documents frequently require certified translation and, in some cases, an apostille; confirm cantonal requirements before you file.

5. Timeline & deadlines, realistic expectations by canton

For a straightforward incorporation with cooperative founders and no KYC complications, the realistic timeline from decision to operational company is two to six weeks. The constitutive registration entry itself is usually made within a few days to two weeks of a complete filing, but the surrounding steps determine the overall duration.

The steps that most often cause delay are, in order of frequency: bank KYC on the blocked capital account, especially where founders or beneficial owners are connected to higher‑risk jurisdictions; the availability of notarial appointments; the legalisation and translation of foreign documents; and the resolution of beneficial‑owner information where ownership structures are layered. Cantonal processing speeds also vary, so the applicable Commercial Register’s published turnaround should be checked at the outset.

To compress the timeline: pre‑clear your KYC documentation with the chosen bank before requesting the capital account; instruct an experienced notary and lawyer who can prepare a complete filing package first time; assemble ownership and beneficial‑owner evidence in advance; and legalise foreign documents early, since apostille and translation lead times are outside your control once the process is underway.

6. Costs and fees

The overall cost to register company Switzerland depends heavily on the canton, the legal form and the complexity of the ownership structure. The table below sets out typical ranges. Founders should treat these as planning figures rather than fixed quotes and confirm current fees with the relevant authorities.

7. Transparency and AML, beneficial‑owner obligations

Beneficial‑owner transparency is a significant and evolving development for anyone planning to register company Switzerland. Switzerland has been reforming its AML framework, and a federal transparency register of beneficial owners has been legislated; founders should verify the current status, entry into force and applicable deadlines with the Federal Office of Justice and their advisers, as commencement dates and implementing rules may still be pending.

Existing obligations. Under the Code of Obligations as it currently stands, companies must maintain a share register and a register of beneficial owners, and shareholders acquiring qualifying holdings must notify the company. GmbH members are entered in the public commercial register. These duties already require founders to identify the natural persons who ultimately own or control the company.

Evidence required. The company must be able to identify and document its ultimate beneficial owners, the natural persons who ultimately own or control it. For individual founders this is straightforward, but where a legal entity or a trust sits in the ownership chain, the company should produce ownership charts, entity documents and, for trusts, the relevant documentation to trace control to natural persons. Identity documents and proof of ownership underpin every declaration.

Notary duties. Notaries carry due‑diligence responsibilities and identify the parties to the deed. It is prudent to have the ownership analysis complete before the notarisation appointment rather than afterwards.

Bank impact. Banks apply strict KYC under the Anti‑Money Laundering Act and its implementing ordinances and will require confirmation of the company’s beneficial‑owner position before unblocking the deposited capital. In practice, banking timelines are frequently the critical path in incorporations, particularly those involving cross‑border ownership. These requirements sit within the broader international framework promoted by the Financial Action Task Force (FATF) and are implemented through Swiss federal legislation. Founders should treat beneficial‑owner readiness as a precondition for a fast incorporation.

8. Common pitfalls and how to avoid them

• Missing or inconsistent beneficial‑owner information. A frequent cause of delay. Prepare complete, internally consistent beneficial‑owner documentation with supporting evidence before notarisation.
• Bank KYC delays. Certain jurisdictions and complex structures trigger extended checks. Pre‑clear KYC with your chosen bank and select a bank comfortable with your ownership profile before requesting the capital account.
• Incorrectly drafted articles. Restricted share‑transfer clauses or governance provisions that do not comply with the Code of Obligations lead to rejection. Have the articles drafted or reviewed by a corporate lawyer.
• Ignoring cantonal variations. Fees, forms, language and some documentary requirements differ by canton. Confirm the specific Commercial Register’s rules for your chosen seat.
• Non‑certified translations. Documents translated without the required certification are commonly rejected. Use certified translation and confirm whether the translation itself must be notarised.
• Underestimating notarial lead times. Notary appointments are not always available on demand. Book early and arrive with a complete document set.

10. Appendix, quick checklist

Before you begin, assemble the following: chosen legal form and draft articles; identity and address documents for all founders, directors and beneficial owners; documentation of beneficial ownership with supporting evidence; the bank’s KYC requirements confirmed in advance; and the relevant cantonal Commercial Register’s fees and forms.

Whether you register company Switzerland as an AG or a GmbH, the procedural spine is the same: choose the form, notarise the deed, deposit and block the capital, file with the Commercial Register, and complete post‑registration tax, social‑insurance and beneficial‑owner obligations. Preparing ownership evidence early will help you register company Switzerland faster and with fewer surprises at the bank. This article is provided for general information only and is not a substitute for tailored legal advice; founders with cross‑border or regulated structures should seek specialist counsel before filing.

Sources

1. Zefix, Central Business Name Index / Commercial Register
2. Swiss Code of Obligations (OR/CO), company law provisions
3. ch.ch, Official Swiss public service portal
4. Federal Office of Justice (FOJ)
5. Swiss Federal Tax Administration
6. Swiss Bar Association (SAV/FSA)
7. Financial Action Task Force (FATF)
8. Swiss Federal Supreme Court (Bundesgericht)