GmbH vs AG Switzerland: Which to Choose?
GmbH vs AG Switzerland: Which Structure Should You Choose?
When incorporating a company in Switzerland, the two most commonly used legal forms are the GmbH (Gesellschaft mit beschränkter Haftung) and the AG (Aktiengesellschaft). Both offer limited liability, separate legal personality, and access to Switzerland’s favourable tax environment — but they differ meaningfully in capital requirements, governance, share structure, and suitability for different business models. This guide provides a direct comparison to help you make the right choice.
Share Capital Requirements
GmbH
The GmbH requires a minimum share capital of CHF 20,000, which must be fully paid up at the time of incorporation. This lower threshold makes the GmbH the preferred starting point for most SMEs, startups, and solo founders who want to minimise initial capital outlay.
AG
The AG requires a minimum share capital of CHF 100,000, of which at least CHF 50,000 must be paid up at registration. The remaining CHF 50,000 can remain as authorised but unissued capital. The higher capital requirement positions the AG as a more substantial legal vehicle, which can be an advantage in certain industries (finance, regulated sectors) and when seeking institutional partners or investors.
Shareholders and Ownership Structure
GmbH
A GmbH can have between 1 and 100 shareholders (Gesellschafter). Ownership is represented by quota shares (Stammanteile) with a minimum nominal value of CHF 100 each. All shareholders are listed by name in the Commercial Register — their names, number of shares held, and share values are publicly visible. This means there is no anonymity for GmbH shareholders.
AG
An AG can have one or more shareholders (Aktionäre), with no upper limit. Ownership is represented by registered shares (Namenaktien) or, if the articles of association permit it, bearer shares — though since 2019, bearer shares must be held through recognised intermediaries and beneficial owners must be disclosed to the company. Registered shareholders are not publicly listed in the Commercial Register in the same way as GmbH quota holders. The AG therefore offers a higher degree of ownership privacy, though beneficial ownership must still be declared to the company and FINMA-regulated entities.
Share Transferability
GmbH
Transferring GmbH quota shares requires a written agreement and a shareholders’ resolution. The articles of association typically grant existing shareholders a right of first refusal (Vorkaufsrecht), and the transfer must be notified to the Commercial Register. The transfer process is intentionally more cumbersome, making the GmbH better suited for closely-held businesses where stability of ownership is important.
AG
Shares in an AG can generally be transferred freely, unless the articles of association contain transfer restrictions (Vinkulierung). This makes the AG structurally more suitable for companies that anticipate external investors, future rounds of financing, or eventual sale. Stock option plans and employee share ownership programmes are also more practical with an AG.
Governance and Management
GmbH
The GmbH is managed by one or more managing directors (Geschäftsführer), who may or may not be shareholders. There is no mandatory supervisory board. The shareholders’ meeting (Gesellschafterversammlung) is the supreme body and retains broad powers, including the ability to instruct the managing directors. This structure is flexible and well-suited for companies with a small number of hands-on owners.
AG
The AG has a mandatory three-tier governance structure: the shareholders’ general meeting (Generalversammlung), the board of directors (Verwaltungsrat), and the management (Geschäftsleitung, if separate). The board is responsible for strategic direction and cannot be fully delegated. This separation of ownership and management is more formal and suited to companies with multiple investors, a growing team, or eventual aspirations to institutional ownership.
Auditing Requirements
Both GmbH and AG are subject to the same auditing thresholds. Companies that exceed two of the following in two consecutive years must conduct an ordinary audit: 250 employees, CHF 40 million in revenue, CHF 20 million in total assets. Smaller companies below these thresholds may conduct a limited audit, and very small companies (fewer than 10 FTE) can opt out of audit entirely if all shareholders agree.
Anonymity and Privacy
As noted, GmbH shareholders are listed publicly in the Commercial Register. AG shareholders are not listed in the Commercial Register, giving the AG a structural privacy advantage for shareholders who prefer not to have their ownership publicly associated with the company. However, beneficial owner disclosure to Swiss authorities is mandatory for both forms under the Swiss Anti-Money Laundering Act (AMLA).
Decision Matrix: Which Structure Is Right for You?
Choose a GmbH if:
- You want to minimise upfront capital (CHF 20,000 vs CHF 100,000)
- You are a sole founder or have a small, stable group of co-founders
- You do not plan to bring in external investors or issue shares broadly
- You want a simpler governance structure with fewer formalities
- The business is an operating company, consultancy, or SME
Choose an AG if:
- You plan to raise external funding or issue shares to investors
- You want greater shareholder privacy (names not on the public register)
- You anticipate selling the company or a stake in it
- You want to implement stock option plans for employees
- You are establishing a holding company or family office vehicle
- You need the prestige associated with the AG form in certain industries
Tax Treatment: Is There a Difference?
From a Swiss corporate tax perspective, GmbH and AG are treated identically. Both are subject to the same federal, cantonal, and municipal corporate income taxes. In Zug, the effective rate is approximately 11.9% for both forms. The choice of legal form does not, by itself, determine your tax rate — the canton of domicile does.
Costs of Formation and Maintenance
GmbH formation is generally less expensive than AG formation due to the lower capital requirement and somewhat simpler notarisation process. Annual maintenance costs (accounting, audit if applicable, annual return) are broadly comparable. For a holding structure with minimal activity, a GmbH with CHF 20,000 capital and a domiciliation service is the most cost-efficient Swiss structure available.
Conclusion
The GmbH is the right choice for the majority of foreign entrepreneurs setting up a Swiss operating company or simple holding vehicle. It requires less capital, has a simpler governance structure, and is fully capable of holding shares, receiving dividends, and operating internationally. The AG becomes the preferred choice when investor relations, share transferability, or shareholder privacy are key priorities.
Ready to Incorporate in Switzerland?
Virtual Office Zug provides the registered address, domiciliation agreement, and compliance support needed to incorporate a GmbH or AG in Canton Zug. We work with licensed fiduciaries and notaries to make the process straightforward for non-resident founders.