The minimum capital must be fully paid at formation.
Limited liability company · Switzerland
Swiss GmbH formation
The Swiss GmbH combines limited liability with a comparatively accessible CHF 20,000 capital requirement. It is often the practical form for closely held, owner-managed and foreign-owned businesses that accept public disclosure of their members.
Key facts
A closely held Swiss company with fully paid capital.
Foreign individuals and entities can generally hold the quotas.
Names and quota holdings are recorded in the commercial register.
At least one authorised representative must be resident in Switzerland.
Who this is for
Owner-managed businesses and focused subsidiaries.
A GmbH can be suitable where the ownership group is limited, the owners expect to remain close to management and the lower capital threshold is appropriate. It is commonly used by consultancies, trading and service businesses, smaller operating subsidiaries and entrepreneurial ventures.
Formation requirements
- Company name, Swiss seat and serviceable address
- At least CHF 20,000 fully paid share capital
- Members, quota allocation and ultimate beneficial owners
- Managing directors, Swiss representation and signing rules
- Clear corporate purpose and planned business activity
- Public deed, articles and commercial-register application
- Corporate banking and post-incorporation administration
How it works
A controlled path from quotas to operations.
Ownership
Define members, quota amounts, UBOs and the intended management structure.
Documentation
Prepare identification, business rationale, articles, certifications and powers of attorney.
Capital
Open the contribution account and deposit the full CHF 20,000 or agreed higher capital.
Public deed
Execute the incorporation before the notary and submit the register filing.
Operations
Release capital and align the corporate account, accounting, insurance and governance.
GmbH or AG
Choose according to ownership and future plans.
| Decision factor | Swiss GmbH | Swiss AG |
|---|---|---|
| Minimum capital | CHF 20,000 fully paid | CHF 100,000 nominal; at least CHF 50,000 paid in |
| Owners in public register | Yes, members and quotas are public | Shareholders generally not listed merely as shareholders |
| Management | Managing directors; often owner-managed | Board of directors with defined non-transferable duties |
| Typical development | Stable, closely held ownership | Greater flexibility for participation and institutional structures |
Important considerations
Practical issues foreign members should plan.
Public ownership
The members and their quotas are visible. Owners who need a different participation structure should compare the AG before incorporating.
Real authority
Resident representation must fit the actual decision model. Powers of attorney should not hollow out the registered management function.
Separate onboarding
The operating bank evaluates the final owners, activity, countries and expected transactions independently of the register entry.
Representative scenario
Foreign-owned Swiss GmbH requiring local management
Two foreign members
building a Swiss operation
building a Swiss operation
Quota allocationCHF 20,000 capitalSwiss managementWollerau addressNotary & registerCorporate account
The members remain abroad, while the company receives transparent Swiss representation and an address appropriate to its activity. The banking file describes the services, clients, countries, funding and expected payments rather than relying on incorporation alone.
Related topics
Complete the GmbH 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 GmbH?
A Swiss GmbH requires at least CHF 20,000 in share capital, fully paid in at formation or covered by qualifying contributions in kind.
Can a foreign person own a Swiss GmbH?
Yes. A foreign individual or legal entity can generally own all quotas. The company still needs authorised representation by at least one person resident in Switzerland.
Are the owners of a GmbH public?
Yes. Members and their quota holdings are entered in the commercial register. This is an important difference from an AG.
Can one person establish a GmbH?
Yes. A single person or legal entity can generally establish and own a GmbH, provided the other legal requirements are met.
Does the CHF 20,000 remain blocked?
The capital is blocked in the contribution account during formation. After registration and the bank release process, it becomes company money available for legitimate business purposes.
Can a GmbH later become an AG?
A conversion may be possible through a formal restructuring process. Capital, corporate approvals, documents, notary and register requirements need to be planned.
Confidential discussion
Establish a GmbH around the actual owners and activity.
We coordinate the quotas, management, Swiss representation, formation capital, registered office, notary and banking preparation through one project structure.