GmbHCHF 20’000Share capital
- Shareholders are visible in the commercial register
- often suitable for owner-managed businesses and SMEs
- more personal ownership structure
- well suited to operating companies with a manageable shareholder group
Company formation · Switzerland
Form a Swiss AG or GmbH
Structured from planning through operational readiness.
Alpine Capital coordinates legal form, formation documents, capital contribution, notary, commercial register, corporate banking, Swiss representation and administrative setup through one central contact.
Legal form
AG or GmbH?
Both legal forms generally limit liability to the company’s assets, but differ materially in ownership structure, capital and later transferability.
AGCHF 100’000Share capital · at least CHF 50,000 paid in at formation
- shareholders are generally not publicly visible in the commercial register
- more flexible participation and transfer structure
- often suitable for international structures and investors
- well suited to holdings and larger companies
The legal form should not be selected solely on the basis of required capital.
Ownership structure, liability, taxation, financing, discretion, succession and later transferability are also decisive.
Beyond AG and GmbH
Not every project fits an AG or GmbH
Depending on activity, ownership, liability, financing and purpose, other Swiss legal or organisational forms may also be appropriate.
Personal entrepreneurial activity
- Sole proprietorship
- Simple partnership
Joint commercial project
- General partnership
- Limited partnership
- Cooperative
International business activity
- Swiss subsidiary
- Branch of a foreign company
Non-profit or not-for-profit activity
- Association
- Foundation
- where appropriate, an AG or GmbH with a non-profit purpose
Non-profit status is not a separate Swiss legal form. Tax exemption must be applied for separately and depends, among other things, on the purpose, actual activity and use of funds.
Special or complex structures
Holding structureInvestment / participation companyPartnership limited by sharesregulated investment or fund structures
For regulated or multi-layered structures, individual legal, tax and regulatory review is particularly important.
Note on the Swiss limited partnership
The Swiss limited partnership is not identical to the German GmbH & Co. KG. In the classic Swiss limited partnership, at least one natural person must have unlimited liability.
Structuring decision
The legal form is only the first part of the structuring decision
A viable Swiss corporate structure requires several questions to be assessed together:
Who are the beneficial owners?
Where do owners and authorised representatives reside?
Is Swiss management or a Swiss board member required?
What liability risks exist?
How will the company be financed?
Which banking and KYC requirements must be met?
Is a Swiss domicile or operating office required?
Are licences, VAT or regulatory obligations relevant?
Should the company later be sold, transferred or opened to investors?
Would a holding or participation structure be appropriate?
Alpine Capital therefore considers not only the formation documents, but the complete structure through operational readiness.
Formation process
Eight steps to an operational company
Clarify the starting point and target structure
Assess the business model, owners, location and objectives together.
Define legal form and ownership structure
Choose AG, GmbH or an alternative structure to suit liability, capital and ownership.
Prepare documents and banking information
Compile founder, KYC and corporate documents completely and consistently.
Open the capital contribution account
Coordinate the bank process for the required formation capital.
Complete notarisation
Coordinate the deed of formation, articles and required resolutions with the notary.
Commercial register entry
Coordinate filing and registration of the new company.
Corporate account and administrative setup
Set up banking, address, accounting, VAT and other operational foundations.
Handover for operational readiness
Hand over documents, responsibilities and next operational steps in a structured manner.
Alpine Capital
From structuring idea to operational company
Alpine Capital provides central coordination and, depending on the mandate, involves suitable banks, notaries, legal, tax and other specialist providers.
Analysis of the starting situationSelection of the suitable legal formCoordination of formation documentsCoordination with notary and commercial registerSupport with capital contributionSupport with corporate account and bank reviewSwiss board member or management, where requiredDomicile and office solutionsCoordination of accounting, VAT and administrationSupport for international ownership and participation structures
Cost orientation
Calculate indicative formation costs
The calculation is intended as an initial orientation. Actual effort depends on ownership structure, countries of origin, bank review, documentation, language and complexity of the project.
FAQ
Frequently asked questions about company formation
What is the difference between an AG and a GmbH?+
A GmbH is often more owner-managed and its shareholders are visible in the commercial register. An AG offers a more flexible participation structure; shareholders are generally not publicly visible in the commercial register.
Can foreigners establish a Swiss company?+
Yes. Foreign individuals and companies can generally establish a Swiss AG or GmbH. Additional documents and reviews may apply depending on origin, activity and ownership structure.
Does a founder have to live in Switzerland?+
No. The company must, however, be able to be represented by at least one authorised person resident in Switzerland. For a GmbH this may in particular be a managing director or director; for an AG, a board member or director.
How long does company formation take?+
Timing depends on documentation, bank review, certifications, notary and the commercial register. International structures may require additional checks.
Which documents are required for foreign founders?+
Typically, identification and proof of address are required, together with information on owners, beneficial owners, business activity and source of funds. The exact scope depends on the structure and institutions involved.
When is the company capital paid in?+
The required capital is paid into a capital contribution account before notarisation. After registration, it is released for the company in accordance with the bank process.
When can the operating business account be opened?+
Opening the operating account is subject to the review and approval of the respective bank. The bank may request additional KYC and business information.
Does every company need a Swiss business address?+
Yes. A Swiss company requires a registered seat and a serviceable address in Switzerland. Depending on the business model, a domicile solution or operating office may be appropriate.
Can Alpine Capital provide a Swiss managing director or board member?+
Depending on the mandate, Alpine Capital can coordinate the required Swiss representation and suitable management or board solutions. This is subject to prior review of the mandate.
Can a foreign company open only a Swiss branch?+
Yes. A Swiss branch of a foreign company can be an alternative to a subsidiary depending on the project. Liability, tax, organisation and operational goals should be assessed before choosing the structure.
Which legal form is suitable for non-profit activities?+
Depending on the purpose, an association or foundation may be suitable, and in some cases an AG or GmbH with a non-profit purpose. Non-profit status is not a separate legal form; tax exemption must be applied for separately.
Can the company later be sold or restructured?+
Generally yes. Ownership, corporate bodies, registered office, purpose or structure may be changed later, subject to the relevant legal, notarial, commercial-register and, where applicable, banking requirements.
Personal assessment
Which structure suits your project?
We review your starting point, ownership structure and operational objectives and identify which Swiss corporate or organisational form can be implemented appropriately.
Plan company formation and relocation together
If the company and the entrepreneur’s personal centre of life are both moving to Switzerland, corporate structure, exit consequences, effective management, permits and banking should be planned together.
Is a Swiss company suitable for your project?
Not every business benefits economically from relocating to Switzerland. Before incorporation, Alpine Capital reviews the business model, profit profile, available funds, actual place of activity, effective management and planned Swiss substance. Where recurring costs or tax risks may outweigh the benefits, this is addressed openly.