A Swiss AG is a company limited by shares under Swiss law and one of the most prestigious and versatile legal forms available in Switzerland. Known formally as Aktiengesellschaft, this structure is often the first choice for investors, corporates, and international groups aiming to establish a stable and compliant presence in the Swiss market. In this overview, we examine its defining characteristics, legal requirements, incorporation steps, and strategic uses.
Definition and Core Characteristics of a Swiss AG
The Swiss AG is a stock corporation whose legal foundation is established in the Swiss Code of Obligations. As a separate legal entity, it offers limited liability to its shareholders and a capital-based structure, making it well-suited for commercial, financial, or industrial enterprises.
Notable attributes of a Swiss AG include:
- Statutory capital of CHF 100,000, with a minimum CHF 50,000 paid in
- Shareholder liability strictly limited to capital contributions
- Autonomous legal personality, allowing ownership of property, rights, and contracts
- Flexible share transferability, subject to statutory restrictions
- Compatibility with listing on Swiss or foreign stock exchanges
This entity type is favoured by medium and large companies, as well as holding structures and regulated businesses.
Who Benefits from Forming a Swiss AG?
The Swiss AG appeals to a broad spectrum of founders and investors, including:
- Cross-border companies establishing Swiss operations
- Wealth management structures for holding and succession planning
- Swiss financial intermediaries seeking FINMA authorisation
- Multinationals aiming for tax efficiency and regulatory credibility
- Startups in blockchain and fintech, looking for a compliant jurisdiction
Its formal governance, strong legal protections, and optional anonymity make it particularly attractive in sectors where corporate integrity, investor confidence, and access to global capital are key.
Mandatory Legal Conditions for Swiss AG Incorporation
Setting up a Swiss AG requires adherence to several statutory rules designed to ensure transparency, sound management, and lawful operations.
Share Capital and Contributions
- The nominal capital must be at least CHF 100,000, with CHF 50,000 as the minimum paid-in amount
- Contributions may be made in cash or in-kind (subject to auditor’s confirmation)
- Shares can be registered or bearer, with bearer shares subject to transparency rules
Shareholders and Share Register
- At least one shareholder is required (individual or legal person)
- There is no requirement for Swiss citizenship or residence
- Shareholder details are not publicly disclosed in the Handelsregister
Board of Directors
- At least one member of the board must reside in Switzerland
- The board is responsible for overall strategic direction and compliance
- Directors can be individuals or, under specific circumstances, legal entities
Corporate Auditor
- Appointment of an auditor is mandatory unless a small company waives the audit under Art. 727a CO
- Companies exceeding defined size thresholds must undergo ordinary audits
- Auditors must be licensed under Swiss audit regulations
Registered Address
- Every Swiss AG must have a domicile in Switzerland, which can be arranged via a fiduciary
- The registered address must be capable of receiving legal notifications
Establishing a Swiss AG: Procedural Overview
The process to create a Swiss AG is clear and standardised but requires professional oversight to ensure regulatory conformity. The average timeline is between 10 to 20 business days.
Step 1: Documentation Preparation
- Articles of Incorporation and incorporation deed are drafted
- Share capital is deposited into a blocked incorporation account at a Swiss bank
- Details of board members and auditor (if applicable) are defined
Step 2: Public Notarisation
- Founders sign the incorporation act before a Swiss notary
- All statutory documents are officially executed
Step 3: Entry in the Commercial Register
- The complete file is submitted to the cantonal Handelsregisteramt
- Upon validation, the AG receives its company ID (UID) and full legal effect
Step 4: Post-Incorporation Setup
- Capital becomes available as operational business funds
- VAT registration is filed if applicable (mandatory for revenue over CHF 100,000)
- Social security registration is triggered when employees are hired
Governance Obligations and Corporate Transparency
The Swiss AG must observe annual and event-based obligations under Swiss company law:
- Conduct of the general meeting of shareholders (ordentliche Generalversammlung)
- Approval of financial statements and distribution of profits
- Management reports (where applicable) and auditor’s report submission
- Filing of changes (e.g. board, auditor, capital increase) with the Commercial Register
- Compliance with anti-money laundering and beneficial ownership disclosures
Public AGs and regulated firms must additionally meet Swiss stock exchange and FINMA reporting standards.
Taxation and Financial Considerations
A Swiss AG is taxed independently of its shareholders. The overall corporate tax burden depends on its registered canton.
- Federal income tax: 8.5% on net profit after tax
- Cantonal and municipal taxes: Vary significantly (combined rates from 11% to 21%)
- Withholding tax: 35% on dividends (reduced by DTA)
- VAT: 8.1% standard rate (2025)
The AG structure allows for profit retention, group taxation, and use of intra-group financing mechanisms.
Tax planning is often optimised through domiciliation in tax-advantageous cantons such as Zug or Schwyz.
Comparison of Swiss Corporate Structures
| Feature | Swiss AG | Swiss GmbH | Sole Proprietorship |
| Legal Entity | Yes | Yes | No |
| Minimum Capital | CHF 100,000 (50,000 paid in) | CHF 20,000 | None |
| Shareholder Disclosure | No | Yes | N/A |
| Public Image | High | Medium | Low |
| Audit Requirement | Yes (unless waived) | Yes (unless waived) | No |
| Share Transfer | Freely transferable | Restricted | Not applicable |
| Listing on Exchange | Possible | Not permitted | Not permitted |
Benefits of Using the Swiss AG Model
The Swiss AG offers multiple strategic advantages:
- Legal credibility: Ideal for regulated, financial, or international operations
- Shareholder anonymity: No public registry disclosure
- Separate corporate personality: Isolates business risk
- Prestige: Recognised globally as a high-standard corporate form
- Scalability: Suitable for public offering or global expansion
- Flexible ownership: Shareholders can be changed without notarisation
Its ability to maintain professional governance while offering privacy and compliance makes the Swiss AG the preferred form for businesses that require long-term operational stability and access to international capital.
Final Considerations
The Swiss AG is more than just a legal form—it’s a corporate tool designed for flexibility, governance, and resilience. Its structure aligns with modern requirements for capital formation, international regulation, and institutional investor preferences. Although the setup and management costs are higher than a GmbH, the benefits in governance, image, and investor access justify the investment for many founders.
Disclaimer: The content above is for informational purposes only and does not constitute legal, tax, or financial advice. Always consult with a Swiss-qualified legal advisor before making corporate decisions or initiating company formation.
FAQ: Swiss AG
- What is a Swiss AG in company law?
A Swiss AG (Aktiengesellschaft) is a public limited company under Swiss law with its own legal personality and limited shareholder liability. It’s governed by the Swiss Code of Obligations. - What is the minimum capital required to establish a Swiss AG?
A Swiss AG must have a minimum share capital of CHF 100,000, with at least CHF 50,000 paid in upon incorporation. - Can non-residents or foreign companies form a Swiss AG?
Yes, foreign individuals and entities can incorporate a Swiss AG. However, at least one board member must be resident in Switzerland. - How long does it take to incorporate a Swiss AG?
The standard incorporation timeline is 10 to 20 business days, depending on the canton and document readiness. - Does a Swiss AG need to appoint an auditor?
Yes, unless the company qualifies for a small company exemption. Larger AGs must appoint a licensed Swiss auditor. - Are Swiss AG shareholders disclosed in public registers?
No, shareholders are not listed in the Commercial Register. Their details are recorded in a private shareholder register maintained by the company. - What are the tax obligations of a Swiss AG?
Swiss AGs pay federal and cantonal corporate income taxes, capital tax, and withholding tax on dividends. VAT applies if turnover exceeds CHF 100,000. - Can a Swiss AG be listed on a stock exchange?
Yes, Swiss AGs can go public and list their shares on domestic or international exchanges, such as SIX Swiss Exchange. - Is it possible to register a Swiss AG remotely?
Yes, company formation can be completed remotely via a Swiss notary with powers of attorney and verified documents. - What documents are required to set up a Swiss AG?
Essential documents include the Articles of Incorporation, notarised formation deed, proof of capital payment, director declarations, and auditor agreement (if applicable). - Can a Swiss AG operate as a holding company?
Yes, the AG structure is commonly used for holding and finance companies, especially for tax-optimised group structures. - What are the annual obligations for a Swiss AG?
Obligations include holding the annual general meeting, approving financial statements, submitting tax returns, and updating the Commercial Register when necessary.