The company limited by shares (AG, Aktiengesellschaft) is, alongside the GmbH, Switzerland’s most common corporate form – chosen by start-ups with investors, growing SMEs and international groups setting up a Swiss subsidiary. This guide explains the legal requirements for forming an AG, the procedure step by step, the documents you need, how long it takes and what the costs consist of.
Key facts
- Share capital of at least CHF 100,000, of which at least 20% and no less than CHF 50,000 must be paid in (Art. 621 and 632 CO).
- One person is enough: the founder can be a single natural person or legal entity (Art. 625 CO).
- At least one person authorised to represent the company must be resident in Switzerland (Art. 718 para. 4 CO).
- The articles of association and the deed of incorporation must be publicly notarised; the AG comes into existence when it is entered in the commercial register (Art. 629 and 643 CO).
- With a digital process, incorporation is possible without appearing in person before a notary.
Who the AG is suited to
The AG is a corporation with its own legal personality: it is liable with its company assets, while shareholders only risk their contribution. Compared with the GmbH it offers three advantages that can justify the higher capital: shareholders are not published in the commercial register, shares are easier to transfer, and investors know the structure. It suits businesses planning equity stakes or funding rounds, group structures and activities where the AG form builds trust.
If you are starting with little capital, alone or with one partner and without investors, the GmbH is often simpler – the comparison AG vs GmbH sets out the differences. A GmbH can later be converted into an AG under the Merger Act.
Requirements for forming an AG
Share capital
The share capital is at least CHF 100,000 (Art. 621 para. 1 CO). On incorporation, at least 20% of the nominal value of each share, but no less than CHF 50,000 in total, must be paid in (Art. 632 CO) – the rest can be called in later. Since the 2023 company law reform, the capital may also be denominated in euros, US dollars, pounds or yen if that currency is essential to the business (Art. 621 para. 2 CO).
The contribution is paid before incorporation into a capital deposit account with a bank in Switzerland (Art. 633 CO). The bank confirms the payment and releases the capital to the company after registration. Contributions in kind are also possible (machinery, intellectual property, an existing sole proprietorship) – these require a contribution-in-kind agreement, a formation report and an audit confirmation from a licensed auditor (Art. 634, 635 and 635a CO).
Founders
An AG can be formed by one or more natural persons or legal entities (Art. 625 CO). The shareholders’ nationality and residence are irrelevant; a person abroad can hold 100% of the shares.
Board of directors and residence requirement
The board of directors has one or more members (Art. 707 CO). The company must be able to be represented by at least one person resident in Switzerland – a board member or an officer with sole signing authority, or two persons with joint signature (Art. 718 para. 4 CO). International founders should plan for this person early.
Company name, registered office and purpose
The company name can be freely chosen but must be clearly distinguishable from all names in the commercial register and contain the legal form (Art. 950 and 951 CO); a prior check in the Central Business Name Index Zefix is worthwhile. The registered office is the municipality of the legal domicile – own premises, a coworking space or a domicile address with a domicile acceptance declaration. The purpose describes the business activity and is published in the commercial register.
Auditor
An ordinary audit is mandatory if the company exceeds two of three thresholds: balance sheet total CHF 20 million, revenue CHF 40 million, 250 full-time positions on annual average (Art. 727 CO). Smaller companies are subject to a limited audit – and can opt out with the consent of all shareholders if they have no more than ten full-time positions on annual average (Art. 727a para. 2 CO). Most new AGs opt out at incorporation.
Type of shares
Since 2019, bearer shares are only permitted for listed companies or as intermediated securities (Art. 622 para. 1bis CO), so new AGs issue registered shares. The company keeps a share register (Art. 686 CO) and a register of beneficial owners (Art. 697l CO) – from 1 October 2026, beneficial owners must also be reported to the transparency register.
Procedure: setting up an AG in 7 steps
1. Decide on the key details
Company name, registered office, purpose, amount of share capital, number and nominal value of shares (nominal value above zero, Art. 622 para. 4 CO), composition of the board, signing authorities, auditor or opt-out.
2. Draw up the articles and incorporation documents
The articles contain at least the company name and registered office, purpose, amount of share capital and contributions, and the number, nominal value and type of shares (Art. 626 CO). They are accompanied by the deed of incorporation, declarations of acceptance, the domicile acceptance declaration and the Stampa and Lex Koller declarations (see documents).
3. Open the capital deposit account and pay in the capital
The bank opens a blocked account in the name of the “AG in formation”. After payment it issues the capital deposit confirmation, which is presented to the notary and the commercial register. With Hoop, the account with UBS or YAPEAL can be opened directly from the incorporation process; any other Swiss bank is also possible.
4. Notarisation
In a notarised deed of incorporation, the founders declare that they are forming an AG, adopt the articles and appoint the corporate bodies (Art. 629 CO). The deed is executed by a notary – traditionally at an in-person appointment; with a digital incorporation it is possible without appearing in person, as the founders can be represented.
5. Application to the commercial register
The application, together with the deed of incorporation, articles, capital deposit confirmation and the acceptance and domicile declarations, goes to the commercial register office of the canton where the company has its seat (Art. 640 CO). Our overview of the commercial register offices in Switzerland shows which one is responsible. The office checks the documents formally and registers the company.
6. Registration, UID and publication
On registration, the AG acquires legal personality (Art. 643 CO). It receives its business identification number (UID), and the entry is published in the Swiss Official Gazette of Commerce (SOGC). The bank releases the capital.
7. After incorporation
Set up the share register and the register of beneficial owners (easiest digitally), register with an AHV compensation fund as an employer, register for VAT from CHF 100,000 turnover (or voluntarily), take out accident insurance and occupational pension cover for employees, set up accounting – and from 1 October 2026 report to the transparency register.
Which documents do you need?
- Articles of association (Art. 626 CO)
- Notarised deed of incorporation (Art. 629 CO)
- Capital deposit confirmation from the bank (Art. 633 CO) – for contributions in kind also the contribution agreement, formation report and audit confirmation
- Declarations of acceptance by the board members and the auditor, or the opt-out declaration
- Domicile acceptance declaration if the company has no premises of its own at its seat
- Stampa declaration (no undisclosed contributions in kind, set-offs or special benefits) and Lex Koller declaration (no acquisition of real estate by persons abroad)
- Application to the commercial register, signed by the board members
- Copies of the identity documents of the persons involved for identification and signature
A digital incorporation process generates these documents from data entered once and has them signed with a qualified electronic signature – founders no longer have to coordinate between bank, notary and commercial register.
How long does it take to set up an AG?
The traditional route usually takes two to four weeks from the first notary appointment to registration: scheduling appointments, opening the account, correspondence between the parties. With a fully digital process, every step up to the commercial register application can be completed in one day – company formation with Hoop is designed for hours rather than days. The registration itself is then carried out by the commercial register office; how quickly depends on the canton and on the completeness of the documents.
What the costs are made up of
Setting up an AG involves four types of cost – whether you go the traditional or the digital route:
- Share capital – not an expense in the strict sense but tied-up capital: at least CHF 50,000 is paid in on incorporation and is available to the company after registration.
- Notarisation – the notary’s fee follows the cantonal notarial tariff and the scope (standard articles or individual provisions, contributions in kind).
- Commercial register fee – set under federal law in the Commercial Register Fees Ordinance, depending on the scope of the entry; plus publication in the SOGC.
- Bank and service providers – capital deposit account fee and, where applicable, domicile, fiduciary or legal advice.
Federal issuance stamp duty is only payable if the capital exceeds CHF 1 million (exemption threshold).
Checklist for setting up an AG
- Company name checked in Zefix, legal form included in the name
- Registered office and domicile clarified (domicile acceptance declaration if needed)
- Share capital, number and nominal value of shares defined; at least 20% / CHF 50,000 paid in
- Board of directors appointed; at least one person with signing authority resident in Switzerland
- Auditor appointed or opt-out resolved (all shareholders, no more than ten full-time positions)
- Capital deposit account opened, payment confirmed
- Articles, deed of incorporation, acceptance and domicile declarations, Stampa and Lex Koller declarations prepared
- Notarisation completed, commercial register application filed
- After registration: share register, register of beneficial owners, AHV, VAT, insurance, transparency register
Setting up an AG digitally with Hoop
With Hoop you enter the company name, people and capital in a guided process. The application checks the company name, drafts the articles and all incorporation documents, opens the capital deposit account with UBS or YAPEAL directly from the process (or you use your own bank), arranges notarisation without personal appearance and files the application with the competent commercial register office. Identification and signature are digital, with a qualified electronic signature. After registration you keep the share register and the register of beneficial owners directly in Hoop – and report to the transparency register from October 2026. Full details: company formation with Hoop.
Frequently asked questions about setting up an AG
How much capital do I need for an AG?
At least CHF 100,000 in share capital, of which at least 20% and no less than CHF 50,000 must be paid in on incorporation (Art. 621 and 632 CO). The board can call in the unpaid portion later.
Can I set up an AG on my own?
Yes. Since 2008, a single natural person or legal entity is sufficient (Art. 625 CO), and that person can also be the sole board member.
Do I have to live in Switzerland to set up an AG?
Not as a shareholder. However, the company must be able to be represented by at least one person resident in Switzerland (Art. 718 para. 4 CO) – a board member or an officer.
Do I have to go to the notary in person?
Incorporation requires notarisation, but it is possible without appearing in person if the founders are represented. With a digital incorporation through Hoop, this is part of the process.
Do I need an auditor?
Only if an ordinary audit is mandatory or if you do not opt out of the limited audit. With no more than ten full-time positions and the consent of all shareholders, opting out is possible (Art. 727a para. 2 CO).
How long until the AG is entered in the commercial register?
Every step up to the application can be completed digitally in one day. The registration is carried out by the commercial register office – depending on the canton and the completeness of the documents, within a few working days.
What is the difference between an AG and a GmbH?
A GmbH needs CHF 20,000 in capital, an AG CHF 100,000; GmbH members are published in the commercial register, AG shareholders are not; shares are easier to transfer than GmbH capital contributions. Details in the comparison AG vs GmbH.
Who is liable for an AG’s debts?
Only the company’s assets are liable (Art. 620 para. 1 CO). Shareholders are not personally liable; board members can be held responsible for breaches of duty (Art. 754 CO).
Next steps with Hoop
Incorporate your LLC, Ltd or sole proprietorship directly online – with digital identification, qualified signature and filing with the competent commercial register office.
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This blog article does not constitute legal advice, it is made available “as is” and makes no claim to completeness or accuracy. Hoop makes no warranty or liability as to its content. This is excluded to the extent permitted by law. Use is at your own risk. Legal advice is recommended if necessary.