AG vs GmbH: Choosing the Right Structure

Most foreign founders default to one of two Swiss company forms: the GmbH (limited liability company) or the AG (corporation). Both give the same limited liability, both can be entirely foreign-owned, and both work for a genuine operating business. The differences that actually matter sit in three places: how much capital you commit, what becomes public once you are registered, and how the company is governed day to day.

Share capital#

A GmbH needs the full CHF 20,000 in hand before the notary appointment, with no option to pay in only part of it. An AG needs a larger nominal capital, CHF 100,000, but only at least 20% of it, and never less than CHF 50,000, has to actually be paid in to incorporate. The rest can, in principle, be called up later. In practice this means the AG's up-front cash requirement (CHF 50,000) sits above the GmbH's (CHF 20,000) even though the AG's stated capital is five times larger.

Both forms also accept contributions in kind instead of cash, valued and documented before the notary appointment, in the same way for either structure.

What becomes public#

This is the difference founders ask about most. A GmbH's shareholders are entered in the public Commercial Register by name; anyone can look up who owns the company. An AG's shareholders are not published at all, only its board of directors is. If the register listing itself is a concern, the AG is the structure built around that.

It is worth being precise about what this does and does not mean. Neither structure offers anonymity from banks, tax authorities, or counterparties who request ownership information directly, and Swiss anti-money-laundering rules still require the company to identify its beneficial owners internally regardless of which form is used. What differs is only what appears on the public register.

Governance and the resident signatory rule#

A GmbH is run by one or more managing officers. An AG has a board of directors, which can be a single person for a small company. Functionally the two are close, day-to-day management decisions are made the same way in either case, and the Switzerland-resident signatory requirement applies identically. The more meaningful governance difference is scale: a board structure tends to suit a company that expects outside directors, investors with board seats, or a more formal governance layer later. A GmbH's management structure is simpler to run for an owner-operator business that plans to stay that way.

Which one fits#

For most foreign-owned operating companies, holding structures, and small trading businesses, the GmbH's lower capital requirement and simpler governance make it the practical default. The AG earns its higher capital commitment where it matters: raising outside investment, bringing on a board with people who are not shareholders, or presenting to banks and counterparties in a form they are more used to dealing with at scale. Neither choice is permanent. Swiss law allows converting from one form to the other later, as the company's needs change, without starting incorporation over from scratch.

Information current as of 12 August 2026, based on the Swiss Code of Obligations (Art. 621, 718, 773 and 814).