OpenAccountants/Switzerland/Switzerland Company Formation & Entity Choice

Switzerland Company Formation & Entity Choice

Name: OpenAccountants MCP Server
Author: OpenAccountants

Source-cited draft: company formation & entity choice for Switzerland (tax year 2025) — rates, thresholds and rules with primary-source citations. Unverified; pending local-accountant review.

Applicable period 2025Source-cited draft· Last updated Jun 25, 2026

Source-cited draft.Written from sources but not reviewed by a licensed practitioner, so it may be incomplete or wrong. General reference only; don't file or take a position on it without professional review.

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Key figures — Switzerland, 2025

Every figure is drawn from this Tax Guide and cited to its source.

GmbH / Sàrl (limited liability company)

Limited liability company; members hold quotas; most common form for SMEsSwiss Code of Obligations (OR/CO)View source ↗

AG / SA (stock corporation)

Stock corporation with shares; preferred for larger businesses and capital-raisingSwiss Code of Obligations (OR/CO)View source ↗

Other forms

Sole proprietorship (Einzelfirma), general partnership (Kollektivgesellschaft) and limited partnership (Kommanditgesellschaft)Swiss Code of Obligations (OR/CO)

GmbH minimum share capital

CHF 20,000, fully paid up before registrationSwiss Code of Obligations (OR/CO)View source ↗

AG minimum share capital

CHF 100,000, of which at least CHF 50,000 (and at least 20%) paid in before incorporationSwiss Code of Obligations (OR/CO)View source ↗

Incorporation steps

Name check, draft articles of association, open a capital-deposit (blocked) account with a Swiss bank, notarised public deed, then registration in the Commercial Register (Handelsregister)Swiss Code of Obligations (OR/CO)View source ↗

Typical timeline

Approx. 5–10 business days after documents are submitted (approx — confirm)Swiss Code of Obligations (OR/CO)View source ↗

Indicative incorporation cost

Roughly CHF 1,500–3,000+ in notary and commercial-register fees (excl. capital and advisory) (approx — confirm)Swiss Code of Obligations (OR/CO)

Swiss residency requirement

At least one person able to represent the company (director/managing officer) must be resident in SwitzerlandSwiss Code of Obligations (OR/CO)View source ↗

Capital issue stamp duty

1% federal issuance stamp duty on equity contributions above a CHF 1,000,000 exemptionFederal Act on Stamp Duties (StG/LT)View source ↗

VAT registration

Required once taxable turnover reaches CHF 100,000; may register voluntarily earlierFederal Act on Value Added Tax (MWSTG/LTVA)View source ↗

Annual accounts

Companies must keep books and prepare annual financial statements under the Code of Obligations accounting rulesSwiss Code of Obligations (OR/CO)

Audit requirement

Ordinary audit if two of: balance sheet total CHF 20m, revenue CHF 40m, 250 full-time staff (two consecutive years); otherwise limited audit, which small companies (≤10 FTE) may opt out of (approx — confirm thresholds)Swiss Code of Obligations (OR/CO)

Annual tax filing

Annual corporate income/capital tax return filed with the cantonal tax administration; VAT and social-security returns filed periodicallyFederal Act on Direct Federal Taxation (DBG/LIFD)View source ↗

Rendered from the canonical facts model. General reference only — confirm with a qualified professional before acting.

The full Guide

Entity types, capital and compliance

The two main Swiss capital companies are the GmbH/Sàrl (limited liability company) and the AG/SA (stock corporation); sole proprietorships and partnerships are also common. These are 2025 figures for accountant review.

GmbH / Sàrl (limited liability company) — Limited liability company; members hold quotas; most common form for SMEs (Swiss Code of Obligations (OR/CO))
AG / SA (stock corporation) — Stock corporation with shares; preferred for larger businesses and capital-raising (Swiss Code of Obligations (OR/CO))
Other forms — Sole proprietorship (Einzelfirma), general partnership (Kollektivgesellschaft) and limited partnership (Kommanditgesellschaft) (Swiss Code of Obligations (OR/CO))
GmbH minimum share capital — CHF 20,000, fully paid up before registration CHF (Swiss Code of Obligations (OR/CO))
AG minimum share capital — CHF 100,000, of which at least CHF 50,000 (and at least 20%) paid in before incorporation CHF (Swiss Code of Obligations (OR/CO))
Incorporation steps — Name check, draft articles of association, open a capital-deposit (blocked) account with a Swiss bank, notarised public deed, then registration in the Commercial Register (Handelsregister) (Swiss Code of Obligations (OR/CO))
Typical timeline — Approx. 5–10 business days after documents are submitted (approx — confirm) (Swiss Code of Obligations (OR/CO))
Indicative incorporation cost — Roughly CHF 1,500–3,000+ in notary and commercial-register fees (excl. capital and advisory) (approx — confirm) CHF (Swiss Code of Obligations (OR/CO))
Swiss residency requirement — At least one person able to represent the company (director/managing officer) must be resident in Switzerland (Swiss Code of Obligations (OR/CO))
Capital issue stamp duty — 1% federal issuance stamp duty on equity contributions above a CHF 1,000,000 exemption % (Federal Act on Stamp Duties (StG/LT))
VAT registration — Required once taxable turnover reaches CHF 100,000; may register voluntarily earlier CHF (Federal Act on Value Added Tax (MWSTG/LTVA))
Annual accounts — Companies must keep books and prepare annual financial statements under the Code of Obligations accounting rules (Swiss Code of Obligations (OR/CO))
Audit requirement — Ordinary audit if two of: balance sheet total CHF 20m, revenue CHF 40m, 250 full-time staff (two consecutive years); otherwise limited audit, which small companies (≤10 FTE) may opt out of (approx — confirm thresholds) (Swiss Code of Obligations (OR/CO))
Annual tax filing — Annual corporate income/capital tax return filed with the cantonal tax administration; VAT and social-security returns filed periodically (Federal Act on Direct Federal Taxation (DBG/LIFD))

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Entity types, capital and compliance

GmbH / Sàrl (limited liability company) — Limited liability company; members hold quotas; most common form for SMEs (Swiss Code of Obligations (OR/CO))

AG / SA (stock corporation) — Stock corporation with shares; preferred for larger businesses and capital-raising (Swiss Code of Obligations (OR/CO))

Other forms — Sole proprietorship (Einzelfirma), general partnership (Kollektivgesellschaft) and limited partnership (Kommanditgesellschaft) (Swiss Code of Obligations (OR/CO))

GmbH minimum share capital — CHF 20,000, fully paid up before registration CHF (Swiss Code of Obligations (OR/CO))

AG minimum share capital — CHF 100,000, of which at least CHF 50,000 (and at least 20%) paid in before incorporation CHF (Swiss Code of Obligations (OR/CO))

Incorporation steps — Name check, draft articles of association, open a capital-deposit (blocked) account with a Swiss bank, notarised public deed, then registration in the Commercial Register (Handelsregister) (Swiss Code of Obligations (OR/CO))

Typical timeline — Approx. 5–10 business days after documents are submitted (approx — confirm) (Swiss Code of Obligations (OR/CO))

Indicative incorporation cost — Roughly CHF 1,500–3,000+ in notary and commercial-register fees (excl. capital and advisory) (approx — confirm) CHF (Swiss Code of Obligations (OR/CO))

Swiss residency requirement — At least one person able to represent the company (director/managing officer) must be resident in Switzerland (Swiss Code of Obligations (OR/CO))

Capital issue stamp duty — 1% federal issuance stamp duty on equity contributions above a CHF 1,000,000 exemption % (Federal Act on Stamp Duties (StG/LT))

VAT registration — Required once taxable turnover reaches CHF 100,000; may register voluntarily earlier CHF (Federal Act on Value Added Tax (MWSTG/LTVA))

Annual accounts — Companies must keep books and prepare annual financial statements under the Code of Obligations accounting rules (Swiss Code of Obligations (OR/CO))

Audit requirement — Ordinary audit if two of: balance sheet total CHF 20m, revenue CHF 40m, 250 full-time staff (two consecutive years); otherwise limited audit, which small companies (≤10 FTE) may opt out of (approx — confirm thresholds) (Swiss Code of Obligations (OR/CO))

Annual tax filing — Annual corporate income/capital tax return filed with the cantonal tax administration; VAT and social-security returns filed periodically (Federal Act on Direct Federal Taxation (DBG/LIFD))