Setting Up a GmbH in Switzerland

Setting up a GmbH is the most common route for a foreign founder starting a company in Switzerland. It has a lower capital requirement than an AG, and shareholders can be based anywhere in the world. This piece walks through what the form actually requires: the capital rule, what happens between signing documents and appearing in the Commercial Register, and the audit obligations that start the moment the company exists.

Why founders choose the GmbH#

The GmbH suits owner-operated businesses and holding structures where the people running the company are also its shareholders. Shareholders are named in the public Commercial Register, which is the main practical difference from an AG, where only board members appear. For most foreign-owned operating companies, that trade-off is a reasonable one.

The share capital requirement#

Article 773 of the Swiss Code of Obligations sets the minimum share capital for a GmbH at CHF 20,000. The full amount has to be paid in at incorporation, whether that is in cash or as contributions in kind. There is no partial-payment option the way there is for an AG, where only part of a much larger capital requirement is paid in up front.

What incorporation actually involves#

The registration step is the one with the least predictable timing, since it depends on the workload of the specific cantonal Commercial Register office. Two weeks after notarisation is a reasonable planning assumption, not a guarantee.

Audit obligations after incorporation#

Every Swiss GmbH is technically subject to a limited (review) audit by default. In practice, most small and medium-sized companies do not end up with one, because Article 727a of the Code of Obligations lets a company opt out of the audit entirely, called "opting out", if it employs fewer than 10 full-time-equivalent staff on an annual average and every shareholder consents in writing. The great majority of Swiss GmbHs qualify.

A full ordinary audit, the more rigorous version, only applies to companies that exceed two of these three thresholds in two consecutive financial years:

A newly incorporated GmbH is almost never close to these thresholds, so the practical question at formation is usually just whether to opt out of the limited audit or keep it. Opting out needs to be resolved and documented early, since it requires unanimous shareholder agreement rather than a majority vote.

Information current as of 12 August 2026, based on the Swiss Code of Obligations (Art. 773, 727 and 727a) and the Swiss SME portal, kmu.admin.ch.