Ch Company Formation

---
name: ch-company-formation
description: "Company formation and entity choice in Switzerland for tax year 2026, from the Code of Obligations (OR), the Commercial Register Ordinance (HRegV) and the fee ordinance (GebV-HReg). Covers the GmbH/Sarl (CHF 20,000 capital, fully paid in) and the AG/SA (CHF 100,000, at least 20% of each share and CHF 50,000 paid in), sole proprietorships and partnerships, the public deed and the blocked capital account, the Swiss-resident representative, the commercial register fees (CHF 420 for a company, CHF 160 for a partnership, CHF 80 for a sole proprietorship), the 1% issuance stamp duty above CHF 1 million, the CHF 100,000 VAT threshold, bookkeeping, the Zurich notary fee, the six-month approval deadline and the audit thresholds. Trigger phrases: GmbH gründen, AG Gründung, Stammkapital, Aktienkapital, Handelsregister Gebühren, Emissionsabgabe, opting-out. Out of scope (go to the sibling): ch-corporate-income-tax, ch-cantonal-tax, switzerland-vat, ch-ahv-iv, ch-tax-overview."
license: "AGPL-3.0-or-later (code) / OpenAccountants Guide License v1.0 (content)"
metadata:
  source: openaccountants
  openaccountants_url: "https://www.openaccountants.com/skills/ch-company-formation"
  jurisdiction: "CH"
  tax_year: "2026"
  last_updated: "2026-10-30"
---

# Switzerland Company Formation & Entity Choice

## Entity types, capital and compliance

The two main Swiss capital companies are the GmbH/Sàrl (limited liability company) and the AG/SA (stock corporation); sole proprietorships and partnerships are also common. These are the rules in force for 2026, taken from the federal acts on fedlex.admin.ch.

- **GmbH / Sàrl (limited liability company)**: members hold capital contributions (Stammanteile), each with a nominal value above zero. Founded by public deed _(OR arts. 774(1), 777(1))_
- **AG / SA (stock corporation)**: capital divided into shares (registered or bearer). Founded by public deed _(OR arts. 622(1), 629(1))_
- **Other forms**: sole proprietorship (Einzelunternehmen), general partnership (Kollektivgesellschaft) and limited partnership (Kommanditgesellschaft). A sole proprietor whose business had turnover of at least CHF 100,000 in the last business year must register it in the commercial register; liberal professions and farmers not run on commercial lines are exempt, and anyone may register voluntarily _(OR art. 931(1), (3))_
- **GmbH minimum share capital**: CHF 20,000, or the equivalent in a foreign currency essential to the business. On formation, a contribution equal to the issue price must be paid in full for each capital contribution _(OR arts. 773(1), (2), 777c(1))_
- **AG minimum share capital**: CHF 100,000, or a foreign-currency equivalent at formation. At least 20% of the nominal value of each share must be paid in at formation, and at least CHF 50,000 in total _(OR arts. 621(1), (2), 632(1), (2))_
- **Capital deposit**: cash contributions are deposited with a Swiss bank for the company's exclusive use. The bank releases them only after the company is entered in the commercial register. The same rules apply to a GmbH _(OR arts. 633(1), (2), 777c(2))_
- **Incorporation steps**: 1) check the name and draft the articles; 2) deposit the cash contributions with a bank; 3) the founders sign the public deed, which adopts the articles and appoints the officers; 4) file the application with the commercial register office with the deed, the articles, the officers' acceptances, the auditor's acceptance where needed and the bank's deposit certificate (unless the deed names the bank); 5) the bank releases the capital after registration _(OR arts. 629, 633, 777; HRegV arts. 43(1), 71(1))_
- **Commercial register fees**: new registration of a capital company CHF 420; general or limited partnership CHF 160; sole proprietorship CHF 80. Changes to the articles cost CHF 200; registering an opt-out from the limited audit costs CHF 30. Where the schedule gives no flat fee, the office charges CHF 100 to 250 an hour, and may add up to 50% for unusual, difficult or urgent work _(GebV-HReg art. 3 and Annex items 1.1 to 1.3)_
- **Notary fees**: the public deed is drawn up by a notary under cantonal law, so the fee is set by each canton. In the canton of Zurich the fee for the deed founding an AG or GmbH is 1 per mille of the capital, within CHF 500 to 4,000 for companies that are neither public companies nor over the ordinary-audit size limits (CHF 500 to 12,000 and CHF 500 to 8,000 for those), and VAT is added. A Zurich GmbH with CHF 20,000 capital pays the CHF 500 minimum, as 1 per mille is CHF 20 _(Zurich NotGebV (LS 243) § 2 and Annex item 4.4.3.1)_
- **Swiss residency requirement**: the company must be able to be represented by a person resident in Switzerland. For an AG this person must be a board member or a director; for a GmbH a managing officer or a director. The person must have access to the share register (AG) or the register of contributions (GmbH); the wording of that sentence was last amended with effect from 1 October 2026 _(OR arts. 718(4), 814(3))_
- **Capital issue stamp duty**: 1% federal issuance stamp duty on the amount the company receives for new shares or contributions, at least the nominal value. Shares issued for consideration on the formation or capital increase of an AG or GmbH are exempt to the extent the members' contributions do not exceed CHF 1 million in total; only the amount above CHF 1 million is taxed _(StG arts. 5(1)(a), 6(1)(h), 8(1)(a))_
- **VAT registration**: an enterprise is exempt while its turnover from supplies in Switzerland and abroad is under CHF 100,000 a year. It may waive the exemption and register voluntarily, for at least one tax period. Rates, methods and returns are in [switzerland-vat](switzerland-vat.md) _(MWSTG arts. 10(2)(a), 11)_
- **Bookkeeping and annual accounts**: companies (legal persons), and sole proprietorships and partnerships with turnover of at least CHF 500,000 in the last business year, must keep full books and prepare annual accounts under the OR. Smaller sole proprietorships and partnerships keep only income, expenses and the asset position _(OR art. 957(1), (2))_
- **Annual meeting**: the shareholders' meeting of an AG, and the members' meeting of a GmbH, takes place within six months of the end of the business year _(OR arts. 699(2), 805(2))_
- **Audit requirement**: ordinary audit for listed companies, companies that must prepare group accounts, and companies that exceed two of: balance sheet total CHF 20 million, revenue CHF 40 million, 250 full-time positions, in two consecutive business years. Otherwise a limited audit. With the consent of all shareholders, a company with no more than ten full-time positions on annual average can opt out of the limited audit. Since 1 January 2025 the opt-out applies only to future business years and must be filed with the commercial register before the year begins, together with the last annual accounts. These rules apply to a GmbH too _(OR arts. 727(1), 727a(1), (2), (2bis), 818(1))_
- **Annual tax filing**: the cantons assess and collect the direct federal tax, and each canton names one office to assess companies. The cantons also levy their own profit and capital tax on companies. A company must file a return even if it received no form. Federal, cantonal and communal profit tax, capital tax, deadlines and payment are in [ch-corporate-income-tax](ch-corporate-income-tax.md); the owners' personal cantonal tax is in [ch-cantonal-tax](ch-cantonal-tax.md); VAT returns in [ch-vat-return](ch-vat-return.md); social security in [ch-ahv-iv](ch-ahv-iv.md) _(DBG arts. 2, 104(2), 124(1); StHG art. 2(1)(b))_

For the whole system on one page, see [ch-tax-overview](ch-tax-overview.md).

## Sources

| Source | URL | Read on |
|---|---|---|
| Code of Obligations (OR), SR 220, version of 1 October 2026, arts. 621, 622, 629, 632, 633, 699, 718, 727, 727a, 773, 774, 777, 777c, 805, 814, 818, 931, 957 | https://www.fedlex.admin.ch/eli/cc/27/317_321_377/de | 2026-10-30 |
| Commercial Register Ordinance (HRegV), SR 221.411, version of 1 October 2026, arts. 43, 71 | https://www.fedlex.admin.ch/eli/cc/2007/686/de | 2026-10-30 |
| Ordinance on commercial register fees (GebV-HReg), SR 221.411.1, version of 1 January 2021 (latest), art. 3 and Annex | https://www.fedlex.admin.ch/eli/cc/2020/180/de | 2026-10-30 |
| Federal Act on Stamp Duties (StG), SR 641.10, version of 1 January 2024 (latest), arts. 5, 6, 8 | https://www.fedlex.admin.ch/eli/cc/1974/11_11_11/de | 2026-10-30 |
| Federal Act on VAT (MWSTG), SR 641.20, arts. 10, 11 | https://www.fedlex.admin.ch/eli/cc/2009/615/de | 2026-10-30 |
| Federal Act on Direct Federal Tax (DBG), SR 642.11, version of 2 September 2026, arts. 2, 104, 124 | https://www.fedlex.admin.ch/eli/cc/1991/1184_1184_1184/de | 2026-10-30 |
| Federal Act on the Harmonisation of Direct Taxes of the Cantons and Communes (StHG), SR 642.14, art. 2 | https://www.fedlex.admin.ch/eli/cc/1991/1256_1256_1256/de | 2026-10-30 |
| Canton of Zurich, Notariatsgebührenverordnung (NotGebV), LS 243, current version 123 (published 1 January 2024), § 2 and Annex item 4.4.3.1 | https://www.zh.ch/de/politik-staat/gesetze-beschluesse/gesetzessammlung/zhlex-ls/erlass-243-2009_03_09-2009_07_01-123.html | 2026-10-30 |

Not yet confirmed: notary fees for the public deed in cantons other than Zurich (each canton sets its own; only the Zurich ordinance was read); a typical end-to-end timeline (the old version said about 5 to 10 business days after the documents are filed; the federal acts set no processing deadline for the register office); the total cost of formation including notary and bank fees (the old version said roughly CHF 1,500 to 3,000; only the register fees above come from the law).

## Today's figures and who stands behind this skill

This file is an AI skill (tax rules your AI follows) from OpenAccountants, copied on 2026-10-30. Rates, thresholds and deadlines change. For the current version of this skill, its official sources and the named accountant (if any) who stands behind it, call `get_skill` with slug `ch-company-formation` on the OpenAccountants connector (https://www.openaccountants.com/connect), or read https://www.openaccountants.com/skills/ch-company-formation. If neither is available, confirm every figure against the official source pages cited above before relying on it.