Corporation / Public Limited Company (AG)
Aktiengesellschaft
Company formation in Switzerland
The AG is best suited for: Companies planning to raise external investment or go public, Wealth management and family office structures, Holding companies with significant assets, Joint ventures between institutional partners, Companies where shareholder privacy is valued (bearer shares historically). Taxed identically to a GmbH at all three levels (federal, cantonal, municipal). The combined effective rate depends on the canton of incorporation. The participation reduction, patent box, and R&D super-deduction all apply. AGs are commonly used as the top-level holding entity in Swiss corporate groups, with GmbH subsidiaries below. Capital tax (a tax on equity) applies in most cantons โ typically 0.01โ0.5% of taxable equity. The AG's ability to issue share classes makes it more flexible for complex ownership and financing structures.
- Companies planning to raise external investment or go public
- Wealth management and family office structures
- Holding companies with significant assets
- Joint ventures between institutional partners
- Companies where shareholder privacy is valued (bearer shares historically)
Key Facts
Step-by-Step Formation Process
Reserve company name and prepare articles
Verify name availability via Zefix and draft comprehensive articles of association covering share classes, board structure, general meeting procedures, and capital structure.
Deposit minimum share capital
Open a capital deposit account and deposit at least CHF 50,000 (or 20% of the subscribed capital, whichever is greater). The full CHF 100,000 need not be paid up at incorporation if the articles provide for deferred payment.
Execute the notarial deed of incorporation
Appear before a Swiss notary to execute the public deed. The AG incorporation deed is typically more complex than the GmbH deed, covering share classes, capital authorisations, and board composition.
Register with the Commercial Register
The notary files with the cantonal Commercial Register. The AG is formed upon entry. The register records the company details but does not disclose individual shareholder names (only directors and authorised signatories).
Appoint auditor (or opt out)
AGs that exceed size thresholds must undergo an ordinary audit. Smaller AGs may opt for a limited audit. AGs with fewer than 10 FTEs may opt out of audit entirely with unanimous shareholder consent.
Tax registration and bank account activation
Register for federal, cantonal, and municipal taxes, VAT, and social insurance. Present the Commercial Register excerpt to the bank to activate the operating account.
Required Documents
- Public deed of incorporation
- Articles of association (Statuten)
- Bank confirmation of capital deposit (minimum CHF 50,000)
- Passport or national ID of all founders and directors
- Proof of address for all founders and directors
- Declaration of acceptance by directors
- Proof of registered office address
- Auditor appointment letter or opting-out declaration
- Shareholder register (maintained internally, not publicly filed)
Cost Overview
Tax Treatment
Taxed identically to a GmbH at all three levels (federal, cantonal, municipal). The combined effective rate depends on the canton of incorporation. The participation reduction, patent box, and R&D super-deduction all apply. AGs are commonly used as the top-level holding entity in Swiss corporate groups, with GmbH subsidiaries below. Capital tax (a tax on equity) applies in most cantons โ typically 0.01โ0.5% of taxable equity. The AG's ability to issue share classes makes it more flexible for complex ownership and financing structures.
Pros & Cons
- Greater shareholder privacy โ individual shareholders are not listed in the Commercial Register
- Shares are freely transferable (unless restricted by articles)
- Can issue different share classes with varying voting and economic rights
- Widely used for wealth management, family offices, and investment holding
- Only 20% (minimum CHF 50,000) of capital needs to be paid up at formation
- Highest level of prestige and international recognition among Swiss structures
- Participation reduction and patent box benefits apply identically to GmbH
- CHF 100,000 subscribed capital requirement โ significant upfront commitment
- At least one director must be resident in Switzerland
- Higher formation costs and more complex governance than GmbH
- Mandatory audit for larger AGs adds annual cost
- Since 2015 reform, bearer shares require identification of holders โ reduced anonymity
- Overkill and expensive for small businesses and startups
Other Structures in Switzerland
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