Whether a notary must be involved in a company formation in Switzerland depends on the chosen legal form. Some entities can be established without a public deed, while for others, notarisation is legally required. For fiduciaries and notaries, a clear understanding of these requirements is essential to ensure a compliant, structured, and efficient process.
Company formation: when is notarisation legally required?
Before incorporation, the appropriate legal form must be defined. This decision determines whether a public deed is required.
In Switzerland:
• Limited liability company or public limited company = notarisation required
• Sole proprietorship = no notarisation required
An early and clear assessment prevents delays, misunderstandings, and unnecessary follow-up questions from clients.
GmbH formation in Switzerland: notarisation is mandatory
In Switzerland, the formation of a limited liability company (GmbH) requires notarisation. In particular, the following must be notarised:
• Deed of incorporation
• Articles of association
• Confirmation of capital contribution (CHF 20,000)
• Signatures of the shareholders
Without notarisation, registration in the Commercial Register is not possible.
Optimisation potential lies in the preparation phase. Structured data collection and the prior drafting of all documents ensure that the notarial appointment becomes a straightforward final formality.
AG formation: increased formal requirements
Notarisation is also mandatory when establishing a public limited company (AG). In addition to the share capital (CHF 100,000), the following must be clearly defined:
• Board of directors
• Signatory powers
• Shareholding structure
As structural complexity increases, so does the risk of formal errors. A structured and validated digital preparation process significantly reduces sources of error and objections from the Commercial Register Office. The notarial appointment thus becomes the formal conclusion of a thoroughly prepared process.
Formation of a sole proprietorship: without a notary, but with structure
The formation of a sole proprietorship requires neither notarisation nor minimum capital.
Registration in the Commercial Register becomes mandatory once annual turnover reaches CHF 100,000. Even without notarial involvement, the correct definition of company name, business purpose and owner is crucial to avoid delays or requests for amendments.
Legal simplicity does not eliminate the need for structure.
Company formation in Switzerland: how digital preparation drives efficiency
What matters is not only whether notarisation is required, but the ability to structure the preparation in a way that ensures smooth and efficient execution.
With Hoop, fiduciaries and notaries digitalise the entire preparation phase of a company formation in Switzerland:
• Structured data collection via a secure link
• Automatic generation of articles of association and deeds of incorporation
• Complete, consistent dossier for notary and Commercial Register
• Centralised data source without version conflicts
The result is a controlled and transparent process with less coordination effort, fewer formal errors and significantly reduced administrative workload.
Conclusion: notarisation may be optional – structure is not
A company can only be formed without a notary in the case of a sole proprietorship. For a GmbH or AG, notarisation remains legally mandatory.
What can be influenced, however, is the quality of the preparation. A clearly structured and digitalised process reduces administrative effort, minimises formal errors and makes the notarial phase predictable and efficient.
Law firms and fiduciary companies that systematically structure their workflows gain efficiency, transparency and control in every incorporation and Commercial Register amendment. Discover how Hoop supports you at every stage to make your processes more efficient.
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.