Starting a business in Switzerland
Share capital for a Swiss LLC or SA: minimum amounts and how to use the funds
A Swiss LLC (Sàrl/GmbH) needs at least CHF 20,000, fully paid up. An SA/AG needs CHF 100,000 subscribed share capital, with at least 20% of each share and CHF 50,000 overall paid up at incorporation. The funds then belong to the company. To choose the right amount, distinguish statutory capital from incorporation fees and the cash your business needs.
By Romain Prieur · Swiss certified accountant
At a glance
Key takeaways
- Capital is company funding, not a fee paid to an adviser or notary.
- An LLC’s entire subscribed capital must be contributed. An SA may be partly paid up within the legal limits.
- Unpaid SA capital remains owed by the shareholders.
- Following registration and bank release, funds may cover documented business expenditure, but cannot simply be taken back privately.
Minimum capital: LLC versus SA
| Requirement | LLC (Sàrl/GmbH) | SA/AG |
|---|---|---|
| Minimum subscribed capital | CHF 20,000 | CHF 100,000 |
| Initial payment | 100% | At least 20% of every share and CHF 50,000 overall |
| Ownership rights | Membership interests | Shares |
| Contributions | Cash or eligible contributions in kind | Cash or eligible contributions in kind |
These figures concern capital denominated in Swiss francs. For an SA with CHF 100,000 capital, paying CHF 20,000 is insufficient: the CHF 50,000 overall minimum still applies. With CHF 400,000 capital, CHF 50,000 is insufficient because the per-share 20% rule requires at least CHF 80,000 overall.
Partly paid-up capital is not a waived debt. The subscribers remain obliged to contribute the balance under the applicable rules. This matters when assessing their risk or transferring shares. For governance and ownership differences, see our LLC versus SA comparison.
Subscribed capital, paid-up capital, equity and cash
Subscribed or nominal capital is the capital committed and recorded in the articles and Commercial Register. Paid-up capital is the contribution actually made. Cash is the money available in the company’s accounts. Equity includes capital, reserves and accumulated results. They are not interchangeable.
An LLC starts with CHF 20,000 and buys a CHF 2,000 business computer. It now holds less bank cash and an item of equipment; nominal capital remains CHF 20,000. If it incurs expenses without revenue, losses reduce equity.
Notarial fees, banking charges and Commercial Register fees are a separate budget and do not replace the capital contribution. Some genuine foundation expenses may be borne by the company after registration, depending on timing and proper documentation.
Having exactly CHF 20,000 does not mean you can commit every franc to capital. You must also cover payments before release and personal living expenses during the launch.
How to contribute the initial capital
For a cash incorporation, the founders open a capital deposit account for the company in formation. The bank receives the money and issues confirmation for the incorporation file. The notarial deed and Commercial Register registration follow.
Keep the company name, registered office, capital and founders’ allocations consistent across the documents. A late change can require new paperwork.
A contribution in kind exchanges eligible assets for shares or membership interests. It requires specific documentation, including a contribution agreement, founders’ report and confirmation by a licensed auditor as applicable. A vehicle or equipment must meet the legal requirements and have a supportable value. A promise of future work cannot replace capital.
A mixed contribution may combine assets and cash. Compare additional professional fees and the cash left for operations before choosing this route.
Can you use the capital after incorporation?
Yes, for the company’s business. After registration and the bank’s checks, funds become available in the business account. They may pay for equipment, software, rent, stock and salaries for genuine work. Expenditure must be supported and recorded.
| Proposed payment | Check before paying |
|---|---|
| Business computer | Invoice in the correct name and documented business use |
| Reimbursement of pre-incorporation expenses | Genuine expense, evidence and company assumption of the cost |
| Founder’s salary | Actual work, proper payroll and social insurance |
| CHF 15,000 withdrawn privately | What lawful and accounting basis supports the payment? |
The money belongs to the company; the founder cannot reclaim it simply because they originally deposited it. The company answers for debts with all its assets. Separating company and private assets does not remove personal guarantees, unpaid contributions or potential management liability.
How much funding do you need beyond the legal minimum?
Start with the business’s funding need, then decide how to cover it. CHF 20,000 may suit a lean consultancy but be inadequate for premises, stock and employees.
Illustrative budget for a workshop in Geneva:
| Initial need | Amount |
|---|---|
| Equipment and installation | CHF 18,000 |
| Opening stock | CHF 8,000 |
| Fees and security deposits | CHF 6,000 |
| Reserve for the first months | CHF 13,000 |
| Total funding needed | CHF 45,000 |
With CHF 20,000 cash capital, another CHF 25,000 must be funded. Possibilities include further equity, a documented shareholder loan or approved bank financing.
A shareholder loan is a company liability. It does not increase registered nominal capital or offer the same loss-absorbing protection as equity. Record repayment and any interest terms properly.
Stress-test late receipts: what happens if customers pay two months later than planned? A cash-flow forecast is often more useful than checking the minimum capital alone.
Does share capital affect company taxes?
Cantonal and municipal capital taxes apply to taxable equity under the relevant rules, not simply to the bank deposit made at incorporation. Reserves, retained results and tax adjustments can affect the base. There is no direct federal capital tax.
In Geneva, profit tax can be credited against capital tax within the applicable limits. Residual capital tax may remain where profit tax is insufficient. Consider the whole equity and funding position rather than selecting nominal capital to optimise one tax line.
Swiss issuance stamp duty may also arise on incorporation or a capital increase. The standard rate is 1% on taxable contributions, with a CHF 1 million allowance for qualifying issues of participation rights for consideration. Share premium can form part of the base; it does not automatically avoid duty.
For example, qualifying taxable formation contributions of CHF 2 million would generally produce CHF 10,000 of duty after an available CHF 1 million allowance. Check the allowance already used and any exemptions in the company’s circumstances.
Substantial funding, multiple owners or contributions of an existing business require assessment of contribution and loan tax consequences. A later capital increase or reduction needs a formal procedure: a bank transfer alone does not change registered capital.
Capital planning checklist
- Check subscribed and paid-up amounts against your chosen legal form.
- Make sure each founder understands their contribution, ownership percentage and unpaid commitment.
- Separate capital, formation costs and personal cash needs.
- Cover the blocked-account period and late receipts in the cash forecast.
- Identify and document shareholder loans and contributions in kind.
- Align the figures with the articles and owners’ agreements.
For the wider process, see SA incorporation steps or LLC formation support. Once operating, maintain clear records through appropriate company accounting.
Related practical guides
Set out the agreed capital consistently in your Swiss company articles. When planning operating cash needs, also budget for the full cost of your first employee.
Frequently asked questions
Does an LLC’s CHF 20,000 remain blocked after formation?
No. The block concerns incorporation. After Commercial Register registration and the bank’s formalities, the company can use the funds for business. Members cannot freely withdraw the money for private purposes.
Can I form an SA with CHF 50,000?
An SA with CHF 100,000 subscribed capital may initially have CHF 50,000 paid up, provided at least 20% of each share is paid. Registered capital remains CHF 100,000 and the balance remains due. Budget formation fees and operating needs separately.
Does registered capital guarantee creditors are repaid?
No. The company answers with its available assets, which may be worth more or less than nominal capital. Losses may have consumed resources. Shareholder obligations, management liability and personal guarantees need separate assessment.
Should I contribute more equity or lend to the company?
Equity and loans have different effects. A capital contribution strengthens equity and may affect ownership. A loan creates a debt with repayment and possibly interest terms. Consider durable funding needs, risk, other owners and tax treatment, and document the chosen arrangement.
Sources and further reading
About the author
Romain Prieur
Romain is a Swiss certified accountant, entrepreneur and partner at Karpeo in Geneva. He supports business owners with company formation, accounting and taxation. He is also a co-founder of Entreprendre.ch.
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