Start an AG (Corporation) in Switzerland

The AG is Switzerland’s premier corporate form — offering shareholder privacy, credibility with international partners, and the flexibility to issue shares and raise capital. We handle the full formation process.

Form Your AG

Why Choose the AG?

The Aktiengesellschaft (AG) is Switzerland’s equivalent of a stock corporation. Governed by the Code of Obligations (Art. 620–763), it is the preferred legal form for holding companies, international headquarters, businesses planning to take on investors, and any enterprise where shareholder confidentiality matters.

Shareholder Privacy

Unlike the GmbH, the AG does not publish shareholder names in the Commercial Register. Only board members are publicly listed. Shareholders are recorded in a private share register maintained by the company.

Capital Flexibility

The AG can issue registered shares, create different share classes with varying voting or dividend rights, and implement a capital band allowing the board to increase capital without a general meeting.

International Credibility

The AG is universally recognised and conveys substance. Banks, counterparties, and regulators across the world understand it as a well-governed corporation comparable to a German AG, French SA, or UK PLC.

Holding Structures

Swiss AGs are commonly used as holding vehicles. The participation exemption means that dividends and capital gains from qualifying subsidiaries are effectively tax-free at the holding level, making Switzerland a premier jurisdiction for group structures.

Legal Requirements for Forming an AG

Share Capital: CHF 100,000

The nominal share capital must be at least CHF 100,000. At formation, at least 20% of each share and a total of at least CHF 50,000 must be paid in. The unpaid portion represents a commitment by shareholders that can be called upon later. For most practical purposes, we recommend full payment at inception to simplify banking and compliance.

Board of Directors

The AG must have at least one board member. At least one person with the power to represent the company must be resident in Switzerland. This can be a board member with individual signatory authority or, since the 2023 corporate law reform, a director (Direktor) with similar powers. We provide nominee director services for non-resident founders.

Articles of Association

The articles must specify the company name, registered office, purpose, share capital, share structure, and organisational rules. The 2023 reform introduced greater flexibility, including virtual general meetings, digital share registers, and the capital band mechanism. We draft articles tailored to your governance needs.

Auditor

Companies that exceed certain thresholds (CHF 40 million turnover, CHF 20 million total assets, or 250 FTEs) must appoint an auditor for an ordinary audit. Smaller AGs require a limited review, but can opt out entirely if all shareholders consent and the company has fewer than 10 FTEs. Most newly formed AGs qualify for the opt-out.

Swiss Corporate Law Reform (2023)

On 1 January 2023, Switzerland introduced the most significant reform of its corporate law in decades. These changes directly affect how AGs are formed and governed:

Capital band: The board can increase or decrease capital within a defined range (up to 50% of share capital) without convening a general meeting, enabling faster decision-making for growing companies.
Virtual meetings: General meetings can now be held entirely virtually or in hybrid format if the articles of association permit it.
Interim dividends: Companies can now distribute interim dividends based on interim financial statements, subject to auditor review.
Gender quotas: Listed companies must aim for 30% representation of each gender on the board and 20% in executive management (comply-or-explain).
Restructuring thresholds: The board must act earlier if there are signs of over-indebtedness or liquidity problems, with clearer rules for action.

We incorporate all relevant reform provisions into the articles of association and governance documents from day one, so your AG is set up under the latest legal framework.

Frequently Asked Questions

How long does AG formation take?

Typically 3–4 weeks from initial engagement to Commercial Register entry. The largest time factor is the capital deposit: transferring CHF 50,000–100,000 to a Swiss bank and obtaining the deposit confirmation can take 1–2 weeks depending on the bank and the origin of funds. If you need an AG faster, consider a shelf AG.

Can I be the sole shareholder and sole board member?

Yes, a single-shareholder AG with one board member is fully legal. However, at least one person authorised to represent the company must be a Swiss resident. If you live abroad, you can serve as the sole shareholder while a nominee director fulfils the residency requirement on the board.

What taxes does a Swiss AG pay?

A Swiss AG is subject to federal corporate income tax (8.5% on profit after tax), cantonal and municipal income and capital taxes (rates vary by canton), and withholding tax on dividends (35%, typically reduced by double-taxation treaties). The effective combined tax rate ranges from approximately 11% (Zug, Schwyz) to 21% (Geneva), depending on the canton. Holding companies benefit from the participation exemption on qualifying dividends and capital gains.

Do I need to pay the full CHF 100,000 at formation?

No. You must pay in at least 20% of each share’s nominal value and a total minimum of CHF 50,000. The remaining capital represents a shareholder obligation that the company can call upon at a later date. However, banks generally prefer companies with fully paid-in capital, and it simplifies the balance sheet and auditor discussions.

What is the difference between forming a new AG and buying a shelf AG?

A new formation takes 3–4 weeks but gives you full control over the articles of association, share structure, and canton from the outset. A shelf AG is already registered and can be transferred in 24–48 hours, but you may need to amend the company name, purpose, or articles after acquisition. Both result in a legitimate Swiss corporation. The choice depends on your timeline and how customised the structure needs to be.