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

The GmbH (Gesellschaft mit beschränkter Haftung) is the most common choice for non-residents incorporating a Swiss company. Compared to the AG, it requires less share capital (CHF 20,000 vs CHF 100,000), has simpler governance rules, and is fully compatible with sole-founder structures. It is accepted by Swiss banks, the commercial register, and tax authorities on identical terms to an AG for domiciliation purposes.

This guide covers the complete process from first decision to commercial register entry — no travel to Switzerland required at any stage.

Before You Start — 4 Legal Prerequisites

Swiss company law imposes four requirements that must be satisfied before or during the formation process. All four can be arranged remotely:

1. A registered address in Switzerland. Every GmbH must have a legal domicile — a physical address in a specific canton, accepted by that canton’s commercial register. This address determines the applicable cantonal corporate tax rate. It must be in place before the notary can draft canton-specific articles of association.
2. At least one Swiss-domiciled managing officer (Art. 814 CO). Swiss law requires that at least one managing officer (Geschäftsführer) of the GmbH is domiciled in Switzerland and authorised to sign for the company individually. If you are not personally domiciled in Switzerland, this person must be someone else.
3. CHF 20,000 share capital, fully paid up. The full amount must be deposited in a Swiss bank capital formation account before the notary can file the registration request. This is not a fee — it becomes the company’s equity capital after registration.
4. A company name available on ZEFIX. The Swiss Federal Commercial Register (ZEFIX) maintains a real-time index of all registered company names. The notary checks availability before filing. You provide three choices in order of preference.

Step 1 — Secure Your Swiss Registered Address

This is always the first action. The registered address determines which canton’s commercial register and tax authority have jurisdiction over your GmbH — and therefore which cantonal corporate tax rate applies.

Canton Zug is the recommended default for most international structures, offering an effective combined tax rate of approximately 11.9% — the lowest in Switzerland. Addresses in Zug are available at five locations: Zug City, Baar, Cham, Steinhausen, and Rotkreuz.

A professional domiciliation address in Zug activates within 24 hours of completed KYC. The service issues a fiduciary-signed domiciliation certificate — the document both the commercial register and Swiss banks require as proof of legal domicile.

Step 2 — Appoint a Swiss-Domiciled Managing Officer

Under Art. 814 CO, every Swiss GmbH must have at least one managing officer (Geschäftsführer) who is domiciled in Switzerland and authorised to sign individually. For non-residents, this means appointing someone else to fill this role.

Two options are available:

Personal network: A Swiss-resident family member, business partner, accountant, or lawyer who is willing to be named on the commercial register. This works well when there is an existing relationship and the person understands the legal responsibilities involved. Being listed as a managing officer carries personal legal liability for certain acts — this should be documented clearly in a director’s agreement.

Professional resident director service: A qualified professional who provides their Swiss domicile and name to satisfy the Art. 814 CO requirement, while the day-to-day management remains with the non-resident founder. The scope of authority is defined in a written director’s agreement. The VOZ resident director service provides this for Zug-domiciled companies.

Step 3 — Engage the Notary

Swiss GmbH formation requires a certified notary to certify the articles of association and file the registration request with the commercial register. The full process is 100% remote — you sign documents from anywhere in the world and return them digitally.

What the Notary Prepares

The notary drafts and certifies:

• Articles of association (Statuten / statuts) — the foundational document defining the company’s name, purpose, domicile, share capital, and management structure
• List of shareholders and their respective share contributions
• List of managing officers with their authority level (individual or collective signing)
• Declaration that the capital contribution has been made (issued after the bank attestation is received)

The Capital Deposit Account

Before the notary can file registration, the CHF 20,000 share capital must be deposited in a Swiss bank capital formation account. The sequence is:

1. Notary instructs the banking partner to open a capital deposit account in the company’s name
2. You transfer CHF 20,000 to that account from abroad (standard international wire transfer)
3. The bank issues an official capital attestation confirming receipt
4. The notary receives the attestation and files the registration request

Through the UBS banking partnership, this process is integrated with the notary workflow. The capital account is opened as part of formation — not as a separate bank application.

Step 4 — Commercial Register (Handelsregister) Filing

Once the articles are signed and the capital attestation is received, the notary submits the réquisition d’inscription to the cantonal commercial register. In Zug, processing typically takes about 3 weeks, depending on the authorities.

On registration, the company receives:

• Handelsregisterauszug — the official commercial register extract, the primary corporate identity document
• IDE/UID number — the Swiss company identification number, required for all official correspondence, tax filings, and bank account applications

Step 5 — Post-Registration Essentials

Several actions follow immediately after registration and must be completed in this order:

1. Open your operational business bank account. The business bank account (as distinct from the capital deposit account, which is now closed) can only be opened after the commercial register entry is confirmed. The bank requires the Handelsregisterauszug and IDE number. Through our UBS banking support, account opening timing depends on bank approval after register entry.

2. VAT registration. Mandatory if expected annual turnover exceeds CHF 100,000. Optional below that threshold. Registration is handled via the ESTV portal and typically confirmed within 4–6 weeks.

3. Set up accounting. All Swiss companies — including GmbH — are required to maintain proper accounts and prepare annual financial statements. For companies below CHF 500,000 in total assets and no public offering, simplified accounting applies. Accounting can be handled remotely by a Swiss-licensed fiduciary.

4. Audit obligations. A statutory audit is required for companies that exceed two of three thresholds: CHF 20 million balance sheet, CHF 40 million revenue, or 250 full-time employees. Most small GmbH structures do not require an audit in the first years of operation.

Step	You do	VOZ / Notary / UBS handles	Timeline
1. Registered address	Complete KYC onboarding	VOZ activates address + issues certificate	Day 1 (within 24h)
2. Managing officer	Appoint from personal network or engage professional service	VOZ director service available as option	Day 1–2
3. Notary engagement	Sign articles remotely	Notary drafts, coordinates, files	Days 1–10
4. Capital deposit	Transfer CHF 20,000 by wire	UBS opens account + issues attestation	Days 2–5
5. Register entry	—	Notary submits réquisition d’inscription	Days 5–15
6. Business bank account	Submit KYC dossier	UBS KYC review + account opening	Days 10–17

Related: Can a Foreigner Open a Swiss Company? | Digital Nomads: Registering a Swiss Company Remotely | Swiss Resident Director: Is It a Legal Requirement? | KYC Requirements for a Swiss Company | How to Open a Swiss Bank Account

Frequently Asked Questions

Can 100% of a Swiss GmbH be owned by a non-resident?
Yes. Swiss law places no restriction on foreign ownership of a GmbH. A single non-resident founder can hold 100% of the shares. The only Swiss-person requirement is for the managing officer role — which can be filled by a professional service without affecting your ownership or control.

Does the managing officer have access to my bank accounts?
Only to the extent explicitly defined in the director’s agreement and the bank’s mandate. A properly structured professional resident director arrangement limits the director’s access to what is legally necessary (signing authority for registration purposes). Bank account access rights are set separately at account opening — you retain full control as the beneficial owner.

What happens if I want to add a second shareholder later?
Adding a shareholder to a GmbH requires a notarial deed — the same type of process as formation, but simpler. The existing shareholders’ register and articles of association must be updated, and the change must be filed with the commercial register. It cannot be done by simple share transfer without notarial involvement, which is one reason some multi-shareholder structures prefer the AG.

Is it possible to convert a GmbH to an AG later?
Yes. Swiss law allows conversion (Umwandlung) from GmbH to AG and vice versa under the Federal Act on Mergers, Demergers, Conversions and Asset Transfers (FusG). The process requires a notary, a conversion plan, a report, and filing with the commercial register. The company retains its existing legal relationships, contracts, and tax history through the conversion.

What ongoing obligations does a Swiss GmbH have after registration?
Key ongoing obligations: annual financial statements (mandatory), tax return filing with the cantonal tax authority (annual), VAT return if registered (quarterly or annual), maintaining the beneficial owner register (Art. 697l CO, updated within 30 days of any change), and informing the commercial register of any change in managing officers, address, or articles. Most of these are handled by the Swiss fiduciary or accounting partner.

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