How to Open a GmbH in Switzerland as a Non-Resident (Step by Step)

How to Open a GmbH in Switzerland as a Non-Resident: Step by Step

The Swiss GmbH (Gesellschaft mit beschraenkter Haftung) is the most accessible corporate structure for foreign entrepreneurs forming a company in Switzerland. With a minimum capital requirement of CHF 20,000, a flexible governance structure, and no residency requirement for shareholders, it is the default choice for digital nomads, international founders, and overseas investors who want the credibility and tax advantages of a Swiss company in Zug without relocating to Switzerland.

This step-by-step guide covers the complete formation process from preparation to Handelsregister registration, including the specific requirements that apply to non-resident shareholders.

Prerequisites: What You Need Before Starting

Before you can begin the formal formation process, three prerequisites must be in place:

1. A Swiss Registered Address

Your GmbH needs a physical Swiss address as its Sitz. A fiduciary domiciliation address in Zug serves this purpose. The address is managed by your provider and appears in the Handelsregister as your company’s official seat.

2. A Swiss-Domiciled Director

At least one manager of the GmbH must be domiciled in Switzerland and authorised to sign independently. This is a non-negotiable statutory requirement. Most non-resident founders use a professional resident director service to satisfy this requirement. The resident director is listed in the Handelsregister but does not interfere with your operational control of the company.

3. CHF 20,000 Share Capital

The minimum share capital for a Swiss GmbH is CHF 20,000, fully paid up. You will need to transfer this amount to a Swiss formation account before the notarial deed can be executed. The capital is confirmed by a bank certificate and released to the company’s operating account after Handelsregister registration.

Step 1: Define the Company Structure

Before engaging a notary, you must decide on several structural elements that will be written into the articles of association:

• Company name: The name must be unique (checked against the Handelsregister), cannot be misleading, and must include ‘GmbH’ or an equivalent designation.
• Share capital division: CHF 20,000 can be divided into quotas of at least CHF 100. Common structures: 200 quotas of CHF 100, or 1 quota of CHF 20,000 for a single founder.
• Business purpose: The Statuten define the purpose (Zweck) of the company. This is typically written broadly to avoid restricting future activities.
• Management structure: Who are the managers (Geschaftsfuhrer)? List all managers including the resident director and any non-resident founders who will also be managers.
• Signing authority: Collective or individual. For a two-person management with a resident director and a foreign founder, individual signing authority for both is typical.

Step 2: Prepare KYC Documentation

Your fiduciary and the notary both conduct AML/KYC checks before formation. Prepare the following documents in advance:

• Certified passport copy for all shareholders and managers (dated within 3 months)
• Proof of residential address for all shareholders and managers (utility bill or bank statement, dated within 3 months)
• Source of funds declaration for the CHF 20,000 share capital (explain how these funds were earned)
• Description of the company’s planned activities, target clients, and expected revenue
• If you are coming from a company: recent corporate documents for the parent entity

Step 3: Open a Formation Account

To hold the share capital before registration, you need a Swiss formation account. Your fiduciary will provide a reference letter to a Swiss bank explaining the formation purpose. PostFinance, Hypothekarbank Lenzburg, and some cantonal banks offer formation accounts for foreign-owned Swiss companies.

Transfer CHF 20,000 to the formation account. The bank issues a certificate (Kapitaleinzahlungsbestatigung) confirming the deposit. This certificate is required by the notary at the formation deed signing.

Step 4: Draft and Sign the Articles of Association

The articles of association (Statuten) are drafted based on your structure decisions from Step 1. Your fiduciary typically prepares a draft based on standard Swiss law requirements and your specific instructions. You review and approve the draft.

The signing of the formation deed (Grundungsurkunde) takes place before a Swiss notary, typically in Zug. For non-resident founders, there are two approaches:

• Power of attorney: You grant a notarised power of attorney to your resident director or a local representative who attends the notarial signing on your behalf. The power of attorney itself must be notarised and apostilled in your country.
• Remote signing via public deed: Some Swiss cantons accept formation via a combination of electronic signatures and remote notary appearances. This is evolving with Swiss e-notary legislation but is not yet universally available.

In practice, most non-resident GmbH formations use the power of attorney route. Your fiduciary handles the coordination with the notary.

Step 5: File with the Handelsregister

After the notarial deed is executed, the notary (or your fiduciary) files the registration application with the Zug Handelsregisteramt. The filing includes:

• The notarised formation deed
• The signed articles of association
• The bank certificate confirming capital deposit
• Identity documents and signatures of all listed managers
• Declaration of acceptance of the director role from the resident director

The Handelsregisteramt processes the application and publishes the registration in the Swiss Official Gazette of Commerce (SHAB). Registration typically takes 5 to 10 business days. The company is legally formed upon publication in the SHAB.

Step 6: Post-Registration Setup

Once registered, several additional steps complete the setup:

Common Mistakes Non-Residents Make

Having guided hundreds of non-resident founders through GmbH formation, we see the same mistakes repeatedly:

• Choosing an unregulated domiciliation address: Using a private individual or non-fiduciary address creates problems at the Handelsregister and with banks. Always use a licensed fiduciary.
• Underestimating banking timelines: Budget 4 to 8 weeks for bank account opening. Start the banking process immediately after company formation, not weeks later.
• Apostille errors on power of attorney: The power of attorney for the formation deed must be notarised and apostilled in your home country before being valid in Switzerland. Format errors cause delays.
• Vague business purpose in the Statuten: A business purpose that is too narrow restricts future activities. Draft it broadly.
• Not budgeting for ongoing compliance: Annual accounting, tax filing, and Handelsregister fees are ongoing costs. Budget CHF 1,500 to 4,000 per year for a simple GmbH.

Frequently Asked Questions