Starting a business in Switzerland
How to set up a Swiss corporation (SA/AG): capital, steps and costs
A Swiss corporation—called a société anonyme (SA) in French or Aktiengesellschaft (AG) in German—is a separate legal entity owned by shareholders. One founder is enough. Incorporation requires at least CHF 100,000 in subscribed share capital, a notarial deed and Commercial Register registration. Here is how to prepare the capital, ownership arrangements and practical steps.
By Romain Prieur · Swiss certified accountant
At a glance
Key takeaways
- Minimum subscribed capital is CHF 100,000. At least 20% of each share and CHF 50,000 overall must be paid up at incorporation.
- The company acquires legal personality through Commercial Register registration.
- A Swiss-resident board member or director must ensure valid representation. A resident shareholder alone is not enough.
- Shareholders are generally not listed as such in the public extract, but company, banking and beneficial ownership disclosure duties still apply.
What is a Swiss SA or AG?
The SA is a company limited by shares, governed by Articles 620 onwards of the Swiss Code of Obligations. Shareholders own its shares but do not all have to work in the business. In English it may be called a corporation, company limited by shares or public limited company. It does not have to be listed on a stock exchange.
The company owns its assets, signs contracts and answers for its obligations with all its assets. Liability is not capped at the registered share capital. It can suit an SME, family business or start-up planning for investors, succession or clearly defined ownership rights.
The trade-off is structured administration: even an inactive SA must maintain accounts and comply with its obligations. Compare the main Swiss business structures or read our LLC versus SA comparison before deciding.
How much capital does a Swiss SA need?
The minimum share capital is CHF 100,000. Two paid-up requirements apply together: at least 20% of the nominal value of each share and at least CHF 50,000 overall.
| Subscribed capital | Minimum uniform payment example | Unpaid balance |
|---|---|---|
| CHF 100,000 | CHF 50,000: 50% per share | CHF 50,000 |
| CHF 200,000 | CHF 50,000: 25% per share | CHF 150,000 |
| CHF 300,000 | CHF 60,000: 20% per share | CHF 240,000 |
These examples assume the same payment percentage for every share. If percentages differ, each share must still meet the 20% minimum.
Unpaid subscribed capital remains owed. The company can call for it under the applicable rules. Paying CHF 50,000 does not erase the remaining CHF 50,000 commitment in a company with minimum subscribed capital.
Cash contributions go into a blocked capital deposit account. Following registration and bank formalities, the money becomes available for business operations. It is not blocked for the company’s entire life. Contributions in kind are possible subject to eligibility, valuation and documentation requirements; simply assigning a value to an idea is not sufficient.
What should you decide before visiting the notary?
| Decision | Information to prepare |
|---|---|
| Company name | Name including the legal-form designation; name and trademark checks |
| Registered office | Municipality, effective address and any domiciliation declaration |
| Business activities | Corporate purpose reflecting planned operations |
| Shareholders | Founders’ identities, number and nominal value of shares, paid-up amounts |
| Representation | Board members, any directors and signing powers |
| Audit | Auditor or opting-out where permitted |
| Funding | Source of funds and supporting bank documents |
The company name must comply with Swiss distinguishability rules. A domain name, trading name and trademark involve additional checks. Make sure the corporate purpose accurately reflects the project.
A registered office service does not replace a genuine establishment where required for a particular activity, or a professional licence. Company formation also does not automatically give foreign shareholders or directors a Swiss residence or work permit.
Five steps to incorporate an SA in Switzerland
1. Open the capital deposit account
The bank reviews the business, founders, beneficial owners and source of funds. Once it accepts the application and receives the capital, it provides the deposit confirmation required for incorporation.
2. Finalise the articles and governance
The articles of association establish the company’s framework. Discuss any share transfer restrictions, share classes and management arrangements. A shareholders’ agreement can separately govern commitments between its signatories.
3. Execute the notarial incorporation deed
The founders incorporate by public deed, adopt the articles, subscribe for shares and appoint the company’s bodies. Powers of attorney can be arranged subject to the required formalities.
4. Register with the Commercial Register
The application goes to the competent cantonal register. Registration gives the company legal personality. Publication in the Swiss Official Gazette of Commerce (SOGC; FOSC in French) forms part of the publicity process. Distinguish incorporation, looking up the entry and ordering a certified extract: they serve different purposes.
5. Release the capital and organise operations
Provide the documents requested by the bank so the deposit can move to the company’s operating account. Arrange employer registration, insurance and a VAT assessment. Check the company’s assigned enterprise identification number, known as UID in English and IDE in French.
Do not base binding launch commitments on an assumed guaranteed registration date. Bank checks, foreign documents, the notary and register processing all affect timing. Contracts signed before incorporation need particular care over signatories’ liability and subsequent assumption by the company.
What does setting up an SA actually cost?
Separate three items in your budget:
- Share capital: funding that belongs to the company and remains exposed to business risk.
- Incorporation expenses: file preparation, notary, bank, Commercial Register and any translations or special documentation.
- Operating expenditure: insurance, software, accounting, premises, payroll and working capital.
A quote should identify included services and additional third-party fees. Contributions in kind, foreign shareholders or bespoke governance may require extra work. Check the SA formation service page for the current scope and commercial terms.
Example: CHF 50,000 paid-up capital does not cover CHF 40,000 of equipment plus CHF 25,000 of costs before the first receipts. Meeting the legal minimum is not a substitute for a cash-flow forecast.
Who manages the company and who is responsible?
The general meeting exercises powers reserved to shareholders, including approving accounts and electing the board. The board has at least one member and retains overall direction and non-transferable statutory duties.
Operational management may be delegated, but the board must still select, organise and supervise those concerned. The company must be validly represented by a board member or director resident in Switzerland. Signing powers must make this representation effective.
A shareholder who is also a director has two distinct roles. Share ownership alone does not create liability for every company debt. A culpable breach of directors’ duties can create personal liability. Private guarantees and unpaid capital are further potential commitments.
Reliable accounts and cash monitoring should begin from day one. Karpeo’s accounting services for Swiss companies support these ongoing responsibilities.
Are SA shareholders anonymous?
Shareholders generally do not appear as shareholders in the public Commercial Register extract. Directors and authorised signatories do, even if they own no shares. This gives greater public privacy than an LLC, but not absolute anonymity.
The company must maintain its statutory registers. Banks perform due diligence and beneficial ownership identification duties apply. Formation documents and information available to competent authorities can also identify owners.
Share transfers may be restricted by law, the articles or a shareholders’ agreement. Plan for pre-emption rights, approval requirements and exit arrangements. If funding rounds are expected, prepare a capitalisation table showing ownership and rights.
Accounting, taxes and insurance after incorporation
Accounts and audit
An SA keeps full accounts regardless of low turnover, prepares annual financial statements and documents the required company decisions. Limited audit is generally relevant where an ordinary audit is not required. Opting out can be possible, notably with unanimous shareholder consent and no more than ten full-time equivalent employees on annual average, subject to the legal conditions. Opting out does not remove bookkeeping obligations.
Company tax, salary and dividends
The SA is taxed separately on profits. Cantonal and municipal capital taxes apply under the relevant rules. Individual shareholders report salaries, dividends and the tax value of their shares according to their circumstances. The nominal federal profit tax rate alone is not the company’s total tax rate.
If you work as an employee of your SA, organise payroll and the associated insurance. Retaining an employer-like position can prevent entitlement to unemployment benefits even if contributions have been paid. See our payroll and social insurance support.
VAT and cash flow
Assess VAT from the outset using planned activities and expected turnover. Monitor receipts, expenditure and future commitments so that bank cash and available business funding are not confused with accounting profit. Our VAT service covers registration and returns.
Related practical guides
Prepare your capital deposit account and articles of association together. After incorporation, assess VAT registration and use our first-employee checklist before starting payroll.
Frequently asked questions
Can I set up a Swiss SA with CHF 50,000?
At least CHF 100,000 must be subscribed. For that minimum capital, CHF 50,000 may initially be paid up if the per-share requirements are met. The balance remains owed. You also need funds for formation fees and operations.
Can one person own a Swiss SA?
Yes. One individual or legal entity can own all the shares. The board must have at least one member and the company must be validly represented by a Swiss-resident board member or director. Annual accounts and other obligations still apply.
Must the capital stay in a blocked account?
The block is for incorporation. After registration and the bank’s formalities, funds become available for genuine company expenditure. Shareholders cannot freely take them back for private use: the assets belong to the company and capital protection rules apply.
Does an SA pay less tax than an LLC?
Both are legal entities taxed under the corporate tax system. An SA does not receive a lower rate simply because of its legal form. Compare the canton, profit, remuneration, distributions and owners’ circumstances consistently.
How long does Swiss SA formation take?
Timing depends on file completeness, bank checks, the notarial appointment and Commercial Register processing. Foreign documents or special contributions may add time. Distinguish signing the deed, registration and having an operational bank account.
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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