Swiss GmbH vs AG: Which Company Structure Is Right for You?
When incorporating in Switzerland, the two most common legal structures are the GmbH (Gesellschaft mit beschraenkter Haftung) and the AG (Aktiengesellschaft). Both offer limited liability, but they differ significantly in capital requirements, governance, and use cases.
GmbH — The Swiss Limited Liability Company
The GmbH is the preferred structure for the vast majority of Swiss SMEs, startups, and foreign-owned subsidiaries. Key characteristics:
- Minimum capital: CHF 20,000 (fully paid-in at incorporation)
- Shareholders: 1 to unlimited, identity is public in the commercial register
- Management: One or more managers (Geschaeftsfuehrer), at least one must be Swiss resident
- Shares: Not freely transferable without approval of other shareholders
- Annual audit: Required only above certain thresholds (optional audit below)
- Ideal for: SMEs, family businesses, foreign subsidiaries, holding companies
AG — The Swiss Corporation
The AG is used by larger companies, those seeking to raise external capital, or businesses where shareholder anonymity is important.
- Minimum capital: CHF 100,000 (at least 50% paid-in at incorporation)
- Shareholders: 1 to unlimited, bearer shares are abolished — registered shares only
- Management: Board of directors (Verwaltungsrat), at least one Swiss-resident board member
- Shares: Freely transferable (unless articles restrict this)
- Annual audit: Mandatory for larger AGs; optional audit for smaller ones
- Ideal for: Larger companies, IPO candidates, companies with multiple investor rounds
Side-by-Side Comparison
| Criteria | GmbH | AG |
|---|---|---|
| Min. capital | CHF 20,000 | CHF 100,000 |
| Shareholder list | Public | Registered, partially public |
| Share transfer | Restricted | Freely transferable |
| Setup cost | Lower | Higher |
| Complexity | Simpler | More formal |
Which Should You Choose?
For most entrepreneurs and international businesses setting up in Switzerland, the GmbH is the right answer. Lower capital requirements, simpler governance, and lower ongoing costs make it the practical default.
Choose an AG if you plan to raise venture capital, eventually list publicly, or need freely transferable shares for complex ownership structures.
Virtual Office Zug supports both structures with registered address services, mail handling, and coordination with licensed Swiss fiduciaries for incorporation and ongoing compliance.