Statutory minimum nominal share capital.
Aktiengesellschaft · Switzerland
Swiss AG formation
The Swiss Aktiengesellschaft is designed for a company with share capital, a board of directors and a flexible ownership structure. It is often selected for international shareholders, investors or businesses that need a more institutional form of governance.
Key facts
The capital and governance profile of a Swiss AG.
At least 20% per share and no less than CHF 50,000 in total at formation.
The board carries non-transferable duties and defines oversight and representation.
Foreign individuals or entities can generally own the shares.
Who this is for
When an Aktiengesellschaft fits the commercial objective.
An AG may suit established businesses, international subsidiaries, holding structures, investor-backed projects and companies that expect ownership changes. The form can provide more flexibility around shareholdings than a GmbH, but it also requires disciplined board governance and higher capital.
Formation requirements
- Company name, registered office and precise corporate purpose
- Share capital and chosen share structure
- Identified shareholders and ultimate beneficial owners
- Board composition, Swiss representation and signing rights
- Capital contribution account and evidence of source of funds
- Articles of association and public-deed incorporation
- Commercial-register filing and post-registration administration
How it works
From ownership design to commercial-register entry.
Design
Define shareholders, share structure, board, purpose, seat and signing rights.
Due diligence
Prepare identification, UBO, business and source-of-funds documentation.
Capital account
Open the blocked contribution account and transfer the agreed paid-in capital.
Notary & register
Execute the public deed and submit the complete filing to the commercial register.
Activate
Release capital, prepare corporate banking and establish accounting and governance routines.
AG or GmbH
The choice is more than a capital comparison.
| Decision factor | Swiss AG | Swiss GmbH |
|---|---|---|
| Minimum capital | CHF 100,000 nominal; at least CHF 50,000 paid in | CHF 20,000 fully paid in |
| Ownership visibility | Shareholders generally not listed merely as shareholders | Members and their quotas are publicly registered |
| Governing body | Board of directors | Managing directors |
| Typical fit | Institutional, investor-oriented or flexible participation structures | Closely held and owner-managed businesses |
The comparison is general. Governance, tax, regulatory and contractual implications should be reviewed for the specific business.
Important considerations
What must remain coherent after incorporation.
Real oversight
The board must receive information, document decisions and address financial, legal and operational risks.
Operating account
The capital account does not automatically become an approved long-term corporate relationship. The bank reviews the final company profile.
Transparent UBOs
Shareholder privacy in the public register does not create anonymity. Banks, professionals and authorities require ownership transparency.
Representative scenario
Foreign group establishing a Swiss subsidiary
International parent
forming a Swiss AG
forming a Swiss AG
Parent-company documentsBoard designCHF capitalSwiss signatoryCommercial registerCorporate banking
The parent becomes shareholder, the Swiss board and information duties are defined, the capital source is documented and the bank file explains the subsidiary’s commercial role, planned counterparties and funding. Institutional decisions remain subject to their own review.
Related topics
Complete the AG structure.
FAQ
Questions international clients ask
Clear answers to the practical questions that usually determine the next step.
What is the minimum capital for a Swiss AG?
The share capital must be at least CHF 100,000. At incorporation, at least 20% of the nominal value of each share must be paid in and the total paid-in amount must be at least CHF 50,000.
Can a Swiss AG be owned by one foreign shareholder?
Yes. A single foreign individual or legal entity can generally hold all shares, subject to the business activity and any sector-specific restrictions.
Are AG shareholders shown in the commercial register?
Shareholders are generally not listed in the commercial register merely because they hold shares. Board members and authorised signatories are public, while ownership and beneficial ownership must still be documented and disclosed where legally or institutionally required.
Does a Swiss AG need a Swiss-resident board member?
The AG must be represented by at least one person resident in Switzerland. This may be a board member or another authorised representative with the required signing authority.
Is the CHF 50,000 paid-in amount a fee?
No. It is company capital. After registration and the bank’s release process, the capital becomes available to the company for legitimate corporate purposes.
When is an AG more suitable than a GmbH?
An AG is often considered where ownership flexibility, investor participation, governance or a more institutional market profile matters. The right choice remains case-specific.
Confidential discussion
Assess the AG as an operating structure, not only a legal form.
We coordinate the ownership, board, capital, notarial, registered-office and banking workstreams so the new AG is built around its actual business.