Swiss Company Types Explained
GmbH vs AG vs Sole Proprietorship — which is right for you?
The Swiss Corporate Landscape
Switzerland offers several legal forms for businesses, each with distinct characteristics regarding liability, capital requirements, governance, and tax treatment. Choosing the right structure is one of the most important decisions you will make.
GmbH (Gesellschaft mit beschränkter Haftung)
The GmbH is Switzerland's most popular corporate form for small to medium enterprises. It combines limited liability protection with relatively simple governance requirements.
- Minimum share capital: CHF 20,000 (fully paid-up at incorporation)
- Liability: Limited to company assets — shareholders are not personally liable
- Shareholders: 1 to unlimited, names are public in the Commercial Register
- Management: Must have at least one Swiss-resident manager (or domiciliary service)
- Auditor: Required only if 10+ employees or exceeds financial thresholds
- Best for: SMEs, holding structures, family businesses, foreign entrepreneurs
Key Advantage
GmbH shares cannot be freely transferred — this provides privacy and stability. Transfers require notarization and registration, making hostile takeovers virtually impossible for private companies.
AG (Aktiengesellschaft)
The AG is Switzerland's joint-stock company — the equivalent of a corporation or PLC. It is preferred when seeking external investment or planning a future IPO.
- Minimum share capital: CHF 100,000 (minimum 50% paid-up = CHF 50,000 at founding)
- Shares: Can be issued as bearer or registered shares; freely transferable
- Shareholders: Anonymous if using bearer shares (subject to GAFI rules)
- Board of Directors: Minimum 1 person; majority must be Swiss residents
- Best for: Larger enterprises, investor-ready startups, fund structures
Sole Proprietorship (Einzelunternehmen)
The simplest form — no incorporation required if annual turnover is below CHF 100,000. The owner has unlimited personal liability. Suitable only for freelancers with minimal risk.
VOZ Recommendation
For most foreign entrepreneurs and holding structures, the GmbH in the Canton of Zug offers the optimal combination of tax efficiency, privacy, and simplicity. Effective tax rate: as low as 11.91%.
Key Decision Factors
- If you need investor capital or plan an IPO → AG
- If you want privacy, low cost, and flexibility → GmbH
- If you are a solo freelancer with under CHF 100k/year → consider Sole Proprietorship first
- If you are a crypto project needing a foundation → consider a Verein (association)