Is it possible to set up a company without a notary appointment? The answer depends on the chosen legal form. In Switzerland, some structures can be established without notarization, while others legally require a notarial deed. For trustees and notaries, understanding this distinction is essential to ensure a smooth and compliant company formation process.
Company formation: choosing the legal structure
Before you set up a company, you must determine the appropriate legal structure. This choice defines whether notarization is mandatory.
In Switzerland:
- Corporations = notarial deed required
- Sole proprietorship = no notarization required
Clarifying this early avoids delays, incorrect expectations and unnecessary back-and-forth with clients.
Setting up a GmbH in Switzerland: notarisation is mandatory
If you plan to set up a GmbH in Switzerland, a notarial deed is compulsory. The following must be formally notarized:
- Deed of incorporation
- Articles of association
- Confirmation of capital payment (CHF 20,000)
- Signatures of the shareholders
Without notarization, registration with the Commercial Register is not possible.
What can be optimized, however, is the preparation. By structuring data collection and document drafting in advance, you ensure that the notary appointment becomes a formal confirmation rather than a correction session.
Setting up an AG: stricter formal requirements
To set up an AG, notarization is equally mandatory. In addition to the share capital (CHF 100,000), the following must be clearly defined:
- Board of directors
- Signing rules
- Shareholding structure
The more complex the structure, the higher the risk of inconsistencies. A structured and validated digital preparation significantly reduces formal errors and the likelihood of rejections by the Commercial Register. In this way, the notary becomes the final formal step of a well-prepared process.
Setting up a sole proprietorship: no notary, but still structured
To set up a sole proprietorship, no notarial deed is required and there is no minimum capital. Registration with the Commercial Register becomes mandatory once annual turnover exceeds CHF 100,000. Even without notarization, accurate information regarding the company name, purpose and personal details is crucial to avoid delays or corrections. Simplicity in law does not mean informality in execution.
Company formation in Switzerland: digital preparation makes the difference
The key consideration is therefore not merely whether a notary is required, but how the company formation process can be prepared to ensure smooth and efficient execution. With Hoop, trustees and notaries digitize the entire preparatory phase of company formation in Switzerland:
- Structured client data collection via a secure link
- Automated generation of articles of association and incorporation documents
- A complete and consistent dossier for the notary and the Commercial Register
- A single central data source without version conflicts
The result is a controlled, transparent process with fewer emails, fewer formal errors and significantly reduced coordination effort.
Conclusion: Notarization may be optional. Structure is not.
A company formation without a notary is only possible in the case of a sole proprietorship. For a GmbH or an AG, notarization remains a legal requirement under Swiss law. What can be actively managed, however, is the quality and structure of the preparation. A clearly organized and digitized process reduces coordination effort, minimizes formal errors and ensures that the notarial stage becomes a predictable final step rather than a source of delay.
Firms that structure their workflows gain efficiency, transparency and greater control over every company formation and Commercial Register filing. To streamline company formations and register changes within your organization, explore how Hoop supports trustees and notaries at every stage of the process.
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.
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