How to Form a Company in Switzerland (2026): Step‑by‑step Notarial, Handelsregister & AML Procedure for Ags & Gmbhs

Company formation Switzerland remains one of the most sought-after corporate steps for founders, family offices and foreign investors, yet the process is governed by precise notarial, registry and anti-money-laundering requirements that reward careful preparation. This guide sets out, step by step, how to incorporate a stock corporation (Aktiengesellschaft, AG) or a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) in 2026, including the notarial execution of the formation deed, filing with the cantonal commercial register (Handelsregister), and the AML/KYC checks performed by banks and notaries. It covers the practical effects of the revised Swiss company law, the permitted formats for general meetings, realistic timelines and cost ranges, required documents and the pitfalls that most often delay a filing.

By the end you will understand what to prepare, who does what, and how long each stage should take. For related cross-border matters, see also our guidance on asset recovery Switzerland, freezing orders & procedures and our Q&A on company formations.

1. Overview: legal forms and why Switzerland

Swiss company law is codified primarily in the Swiss Code of Obligations (Obligationenrecht), which sets out the formation, capital and governance rules for both the AG and the GmbH. The two forms account for the overwhelming majority of incorporations. An AG is the classic vehicle for larger businesses, holding companies and entities that may raise capital or admit new shareholders; a GmbH is widely used by SMEs, founders and family-owned structures where a lower capital threshold and more flexible governance are attractive. Both offer limited liability, separate legal personality and a recognised international profile.

Company formation Switzerland is attractive for reasons beyond prestige: political and legal stability, a predictable tax environment with competitive cantonal rates, access to a sophisticated banking and finance sector, and a deep pool of professional advisers. Start-ups frequently begin as a GmbH and later convert to an AG; family offices and holding structures often incorporate directly as an AG to preserve share transferability and governance flexibility.

Quick comparison: AG vs GmbH

Note on paid-up capital for an AG: the Code of Obligations requires that at least 20% of each share’s nominal value, and in any event a total of at least CHF 50,000, be paid in on formation.

When to choose Switzerland

Switzerland suits businesses that value reputation, legal certainty and access to European and global markets. The decision usually turns on the interaction of tax residence, substance requirements, banking access and the founders’ long-term plans. For founders weighing structure against enforcement exposure, the corporate form chosen at formation can have significant downstream consequences, including for cross-border enforcement where corporate form matters.

2. Eligibility: who can form a Swiss company

There is no nationality or residency requirement to be a founder or shareholder of an AG or GmbH. Both Swiss and foreign individuals, and Swiss and foreign corporate entities, may hold shares or quotas. This openness is one of the reasons company formation Switzerland is popular with international clients.

The principal residency consideration concerns representation. The company must be capable of being represented by at least one person domiciled in Switzerland, in practice, a director, managing officer or an authorised signatory (such as a person with power of procuration) who is resident in the country. This can be satisfied by appointing a Swiss-resident director or by using a qualified local representative. Foreign founders should expect enhanced AML/KYC scrutiny, certified translations of foreign corporate documents, and apostilles or equivalent legalisation where documents originate outside Switzerland.

Capital eligibility is straightforward: an AG requires CHF 100,000 nominal capital with at least CHF 50,000 (and no less than 20% of each share) paid in, while a GmbH requires CHF 20,000 fully paid in. Funds must be demonstrably available and deposited into a blocked account before the notarial deed is executed. (A separate question, whether a foreigner can practise as a lawyer in Switzerland, is governed by the federal legislation on the free movement of lawyers and the cantonal bar admission rules, and is unrelated to founder eligibility.)

3. Step‑by‑step: the company formation Switzerland incorporation process

The following numbered steps describe a standard incorporation. Where the AG and GmbH diverge, the difference is noted. Each step identifies who is responsible and where documents are filed. Treat the sequence as broadly chronological, though AML collection and drafting often run in parallel.

Step 1, Pre-incorporation planning and name check

1. Choose the legal form (AG or GmbH) based on capital, governance and transferability needs.
2. Select and verify the company name. Search the central commercial register portal (Zefix) to confirm the name is available and not confusingly similar to an existing entity. The legal-form suffix (AG or GmbH) must appear in the name.
3. Define the registered office (domicile) and canton of incorporation. The canton determines the competent Handelsregister office and influences notary and filing fees.
4. Draft the business purpose, which must be sufficiently precise for the articles and the register.

Who: founders with local counsel. Where: Zefix for the name search.

Step 2, Drafting and notarising the articles of association

The articles of association (Statuten) are the constitutional document. Counsel drafts them to include the mandatory clauses: company name, registered office, purpose, share capital and its division, the governance structure and signing arrangements. For an AG, the capital clause must state the nominal capital, the number and nominal value of shares, and the amount paid in. For a GmbH, the articles record the quota capital and the members’ quotas.

Swiss notary requirements are central here: the formation of an AG requires a public deed executed before a notary, and a GmbH is likewise formed by notarised deed. The notary certifies the founders’ declarations, the adoption of the articles, the appointment of the governing bodies and the subscription of capital. Notarial competence and fee tariffs are organised at cantonal level, so the precise formalities, including whether certain documents must be sworn or merely certified, vary by canton. Always work from the relevant cantonal notary’s checklist.

Step 3, Share subscription, capital payment and bank blocking certificate

1. Open a capital contribution (blocked) account with a Swiss bank in the name of the company in formation.
2. Deposit the share capital: at least CHF 50,000 for an AG (of the CHF 100,000 nominal, and no less than 20% of each share), or the full CHF 20,000 for a GmbH.
3. Obtain the bank blocking certificate (Kapitaleinzahlungsbestätigung), confirming the funds are deposited and blocked pending registration. This certificate is a required document for the notary and the Handelsregister.
4. Sign the subscription list / founders’ declaration, recording who subscribes for which shares or quotas.

The blocked funds are released to the company once the entity is entered in the commercial register.

Step 4, AML / KYC checks and UBO verification

AML checks for company formation are performed primarily by the bank opening the capital account and, within their own supervisory framework, by the notary. The Swiss Federal Act on Combating Money Laundering (AMLA) and FINMA supervisory practice require customer due diligence, identification of the contracting party and verification of the controlling person / ultimate beneficial owner (UBO). Expect the following:

• Identification of founders and signatories via certified identity documents.
• UBO / controlling-person declaration identifying the natural person(s) ultimately controlling the company.
• Source-of-funds evidence for the capital being deposited.
• Screening against sanctions lists and for politically exposed persons (PEPs), consistent with FATF-aligned standards reflected in Swiss law.

For foreign corporate founders, the bank and notary will require the parent’s corporate resolutions, an extract from the foreign register and, frequently, an apostille and certified translation. Completing these AML checks before the notarial appointment avoids the single most common cause of delay.

Step 5, Execution of the notarial deed

At the notarial appointment, the founders (in person or by notarised power of attorney) execute the public deed. The notary records the adoption of the articles, confirms the capital subscription and payment on the basis of the bank blocking certificate, documents the appointment of the board of directors (AG) or managing directors (GmbH), and certifies the signatures. For an AG, the deed and the articles reflect the share structure; for a GmbH, the deed records the members and their quotas. The notary then prepares the documents for submission to the commercial register.

Step 6, Filing the application with the Handelsregister

Handelsregister registration in Switzerland is the step that gives the company legal existence. The notary or counsel submits the application to the competent cantonal commercial register office. The filing bundle typically comprises:

• The public formation deed and the adopted articles of association.
• The bank blocking certificate evidencing capital payment.
• Specimen signatures and acceptance declarations of the directors or managing officers.
• The declaration of domicile where the registered office is held at a third party’s address.
• Stampa declaration (and, where applicable in the canton, a Lex Koller / real-estate acquisition declaration) as required by the register.

The register examines the application and, once accepted, enters the company. Registration is constitutive, the AG or GmbH acquires legal personality upon entry, and the entry is then published in the Swiss Official Gazette of Commerce (SOGC/SHAB). Canton practice and current workload affect processing time.

Step 7, Post-registration formalities

After the entry is effective and the capital is released, the company completes its operational registrations:

1. VAT registration with the Federal Tax Administration where the turnover threshold is met or voluntary registration is advantageous.
2. Social insurance registration (AHV/AVS and related schemes) for the company and its employees via the competent compensation office.
3. Accident insurance and occupational pension (BVG/LPP) arrangements where staff are employed.
4. Ordering certified register extracts for banking, contracting and operational purposes.
5. Converting the blocked account into an operating account and completing any remaining bank onboarding.

Step 8, Virtual general meeting and governance notes (2026)

The revised company law expands the permitted formats for general meetings. Depending on the articles, a general meeting may be held at one or several locations, abroad, or in virtual form, and resolutions may be taken using electronic means subject to the statutory conditions and proper minute-taking. Founders completing company formation Switzerland in 2026 should ensure their articles expressly authorise the meeting formats they intend to use, a purely virtual general meeting is only available where the articles provide for it and the statutory requirements are met, and the chair must secure proper identification of participants and accurate recording of votes.

Timeline: step, responsible party and duration

4. Required documents

The document set spans four recipients, the notary, the Handelsregister, the bank and the AML provider. Foreign documents generally require certified translation into the official language of the canton and, in many cases, an apostille. Clarify with the notary at the outset which originals are needed and in what certified form.

5. Timeline and deadlines

For a straightforward incorporation with Swiss-resident founders and a clean AML file, the full process from instruction to effective registration typically takes two to four weeks. Where foreign corporate founders are involved, or where translations and apostilles must be obtained, allow six to eight weeks. The critical-path items are, almost always, the AML/KYC clearance and the opening of the capital account, both should be started on day one rather than left until the articles are finalised.

Processing time at the Handelsregister itself is usually three to ten business days after submission, but this is canton-dependent and subject to seasonal peaks. Some cantons offer expedited handling for an additional fee. Because registration is constitutive, the company cannot trade in its corporate name, draw down the blocked capital or complete bank onboarding until the entry is effective; plan commercial commitments around the registration date rather than the signing date. The step-by-step timeline table in Section 3 sets out the responsible party and duration for each stage.

6. Costs and fees for company formation Switzerland

Total professional costs for a standard incorporation generally fall between roughly CHF 3,000 and CHF 12,000, excluding the share capital itself. The main drivers of cost are the complexity of the ownership structure, the number of foreign documents requiring translation and legalisation, the canton’s notary and registry tariffs, and whether bespoke shareholder arrangements are required. Rush filings and multi-jurisdictional UBO chains increase both fees and lead time. The figures below are indicative ranges only; always obtain a current quote from the notary and the competent cantonal register.

Note that the minimum share capital is not a cost in the ordinary sense: it remains the company’s property once released from the blocked account. For an AG, however, at least CHF 50,000 (and no less than 20% of each share) must be paid in and available from the outset.

7. What changes in 2026

The revised Swiss company law (the share-law reform in force since 1 January 2023) continues to shape incorporations in 2026. The practical effects most relevant to new companies include:

• More flexible capital arrangements for the AG. The reform introduced a capital band authorising the board, where the articles so provide, to adjust capital within defined limits (broadly up to plus or minus one half of the registered capital), alongside rules permitting share capital in a freely convertible foreign currency where the statutory conditions are met. This affects how the capital clause is drafted and how later changes are executed.
• Expanded general meeting formats. Where the articles so provide, meetings may be held abroad, at multiple venues or by virtual means, with electronic participation and voting permitted under statutory safeguards. This is the single most consequential drafting point for 2026 founders who intend to operate internationally.
• Electronic Handelsregister practice. Commercial register workflows have continued to digitise, and acceptance of recognised electronic identification and electronically certified documents has widened, streamlining submission where the canton supports it.
• Continued tightening of AML and beneficial-ownership oversight. Due diligence at the point of formation, identification of the contracting party, verification of beneficial ownership and source-of-funds enquiry, remains central, consistent with AMLA, FINMA supervision and FATF-aligned standards. Switzerland has also been developing a federal beneficial-ownership transparency framework; founders should expect AML steps to be no lighter, and often more documented, than in prior years.

Because cantonal implementation and notarial practice differ, confirm the exact position for your canton of incorporation against the current statutory text and register guidance before drafting.

8. Common pitfalls and how to avoid them

• Insufficient or defective capital evidence. The Handelsregister will not register the company without a valid bank blocking certificate. Deposit the correct amount into a properly opened blocked account and obtain the certificate in the exact form the notary requires.
• Missing or incorrect notarisation. The formation deed must satisfy the cantonal notary’s formal requirements. Work from the notary’s checklist, confirm whether powers of attorney must themselves be notarised, and ensure all signatories or their valid proxies attend.
• Ambiguous UBO declaration. An unclear or incomplete beneficial-ownership declaration stalls both bank onboarding and the AML file. Map the ownership chain to the ultimate natural persons before the appointment and gather supporting corporate documents in advance.
• Director representation gap. Failing to provide for a representative domiciled in Switzerland can block registration. Confirm who will hold Swiss-resident signing authority before filing.
• Expecting immediate banking. Converting the blocked account to an operating account and completing full bank onboarding occurs after registration and may take additional time. Do not schedule outgoing payments against an account that is not yet live.
• Misreading VAT obligations. VAT registration depends on turnover and activity; incorrect assumptions lead to late registration or missed voluntary-registration advantages. Confirm the position with the Federal Tax Administration or an accountant at the outset.
• Underestimating translation and legalisation time. Foreign documents needing certified translation and apostille routinely add one to three weeks. Start these early for any non-Swiss founder or corporate parent.

Next steps and templates

Successful company formation Switzerland comes down to preparation: verify the name, settle the structure, start AML clearance and capital deposit immediately, and work from the correct cantonal notary and register checklists. Founders and advisers planning an AG or GmbH in 2026 can request a formation checklist pack, including an articles-of-association checklist, a subscription list template and a sample UBO declaration, and a fixed-fee intake to scope the engagement. For related reading, see our Company Formation, Guernsey hub and the Switzerland, Company Formations practice hub.

Sources

1. Swiss Code of Obligations (Obligationenrecht), Fedlex
2. Swiss Commercial Register portal (Zefix)
3. Swiss Federal Act on Combating Money Laundering (AMLA), Fedlex
4. FINMA, Swiss Financial Market Supervisory Authority
5. Federal Tax Administration (ESTV/AFC)
6. Swiss Federal Supreme Court (Bundesgericht)
7. FATF, Recommendations and guidance