Setting up a company in Switzerland
To set up a company in Switzerland as a foreign founder, you choose a legal form (usually a GmbH or an AG), pay in the share capital at a Swiss bank, sign the founding deed before a notary and register the company with the cantonal commercial register. Two points shape everything else: the company needs a person who lives in Switzerland and can represent it, and it needs a Swiss address.
The short version of the process:
- Check the company name and pick the canton where the company will have its seat.
- Draft the articles of association and open a capital deposit account.
- Pay in the capital and sign the founding deed before a Swiss notary.
- File with the commercial register. The company exists from the date of entry.
- Register for VAT, social insurance and, if you hire, accident insurance.
The rest of this guide takes each step in turn, with the official source for every figure.
What’s new in 2026: the transparency register
Since 1 October 2026, Swiss companies have a new filing duty. The Transparency of Legal Entities Act and the amended Anti-Money Laundering Act came into force on 1 October 2026, and it is mainly limited companies, GmbHs and AGs, that must register in the new transparency register. The register records the company’s beneficial owners: the people who ultimately own or control it. The roll-out is led by the Federal Office of Justice, and EasyGov is the platform for filing.
For a foreign founder, this means one more step at incorporation and a standing duty afterwards. You will need the identity details of every beneficial owner, verified and kept current, and any later change has to be reported. A new GmbH or AG should plan for this filing alongside the commercial register entry, not months later.
What you need to have ready
Settle these four points before you book a notary.
GmbH or AG: the two common company forms
| GmbH (Sàrl) | AG (SA) | |
|---|---|---|
| Minimum share capital | CHF 20,000 | CHF 100,000 |
| Paid in at formation | All of it, in cash or in kind | At least 20%, and at least CHF 50,000 |
| Minimum founders | One shareholder | One shareholder |
| Founding document | Notarised articles of association | Notarised deed of foundation |
The SECO SME Portal states that a GmbH’s share capital must be at least CHF 20,000 and must be fully paid or covered by contributions in kind, and that one shareholder is enough. For an AG, the share capital is a minimum of CHF 100,000, of which at least 20% must be paid in, and never less than CHF 50,000.
A GmbH often suits owner-managed businesses and subsidiaries of foreign groups. An AG suits a company that expects outside investors or wants transferable shares. The capital is not a fee: it stays in the company and can be used for business costs once the company is registered.
The Swiss-resident signatory
Both forms must be represented by someone who lives in Switzerland. The SME Portal puts it plainly: since 1 July 2015, every AG and every GmbH must be represented by one person whose place of residence is in Switzerland. That person can be a director, a managing officer or another authorised signatory entered in the register.
If no founder lives in Switzerland, you need a resident person you trust with signing power. Many founders appoint a fiduciary (Treuhänder) or another professional for this role. Treat it as a governance decision: the resident signatory can bind the company.
A registered address in Switzerland
A company’s domicile is its registered headquarters and the address where it can be reached, and both are recorded in the commercial register. If you have no office yet, a domicile or c/o address with a local provider is common. Check that the address is accepted by the register office of the canton you choose.
Permits, if you plan to move to Switzerland
Holding shares from abroad and moving to Switzerland to run the business are separate questions: the second one needs a permit. The SME Portal notes that all nationals of EU/EFTA Member States may also be self-employed, while third-country nationals have to meet the Swiss labour market requirements. The State Secretariat for Migration adds that admission of non-EU/EFTA nationals is only granted if it is in the interests of Switzerland and the Swiss economy as a whole, and that such admissions are limited. Applications are handled by the cantonal authorities, so expect a business plan and evidence of the jobs or investment the company brings.
Step 1: Check the name and choose the canton
Search the proposed name in Zefix, the Central Business Name Index. The SME Portal explains that the commercial register is kept by the cantons, and that it is updated every day and can be accessed through the Central Business Name Index, Zefix. Check close variants too: the register office checks for identical names but not the risk of confusion with similar ones.
The canton matters more than many foreign founders expect. It sets the register office you file with, the language of the documents (German, French or Italian) and the cantonal profit tax that applies. By the end of this step you should have a name that is free and a canton for the seat.
Step 2: Draft the articles and pay in the capital
The articles of association set out the name, seat, purpose, capital and how the company is run. A Swiss notary or a fiduciary usually drafts them in the language of the canton.
Next, open a capital deposit account at a Swiss bank and pay in the capital. The SME Portal checklist for forming a company lists the bank account for the capital and the payment as separate steps before registration. The bank issues a confirmation of the deposit, which the notary needs. Banks run their own identity and source-of-funds checks on foreign founders, so start this early. You now have draft articles and a deposit confirmation.
Step 3: Sign the founding deed before a notary
For a GmbH, the articles of association must be drawn up in a notarized document; an AG needs a notarised deed of foundation. At the signing, the founders (in person or by power of attorney) adopt the articles, confirm the capital and appoint the managing directors or board, including the Swiss-resident signatory.
If you plan to skip the audit, the founders also confirm the opt-out at this stage (see below). If you keep an auditor, you need the auditor’s written acceptance. You leave this step with a signed, notarised deed.
Step 4: Register with the commercial register
The notary or your representative files the deed, the articles and the supporting documents with the cantonal register office. A company is only established once it is registered in the commercial register. EasyGov helps prepare the documentation for notarial certification and can start the process online.
After entry, the company receives its business identification number (UID), and the entry appears in the Swiss Official Gazette of Commerce (SOGC). The bank then releases the capital to the company’s ordinary account. Register fees vary by legal form and canton, so ask for the amount when you book the notary. Remember the transparency register filing described above.
Step 5: Register for VAT, social insurance and tax
A company becomes liable for VAT once it reaches at least CHF 100 000 turnover from goods and services in Switzerland and abroad in a year. Below that, it may register voluntarily. The normal VAT rate is 8.1%, with lower rates for some goods and services.
The company also registers with the cantonal compensation office for old-age and survivors’ insurance (OASI, AHV/AVS). If it employs staff, it must take out accident insurance and enrol them in an occupational pension plan. EasyGov handles the OASI, VAT and accident insurance registrations in one place. The cantonal tax office then registers the company for federal and cantonal tax.
After registration: accounts, audit and tax
Accounts. Every GmbH and AG must keep accounts under the Code of Obligations, with no turnover threshold. The SME Portal states that the accounting documents must be retained for at least ten years.
Audit. Small companies are subject to a restricted audit, but they can also waive this last audit if they employ fewer than 10 people as an annual average. Larger companies need an ordinary audit.
Profit tax. The federal profit tax is 8.5% of net profit for companies, under article 68 of the Federal Act on Direct Federal Tax. Each canton adds its own profit tax with its own rate or scale, and communes add theirs, so the total depends on where the company has its seat. The direct federal tax is assessed and collected by the cantons, so the company deals with the tax office of its canton. A local accountant can calculate the combined rate for your canton before you choose the seat.
Common mistakes foreign founders make
- No resident signatory lined up. The register will not enter a GmbH or AG without one. Agree the person, their role and their signing rights before the notary appointment.
- Starting the bank account last. Account opening for foreign founders can take weeks. Begin as soon as the articles are in draft.
- Choosing the canton by headline tax alone. The canton also decides the language of every filing and the register office you deal with for years.
- Forgetting the transparency register. Since October 2026 it is a separate filing with its own update duty.
- Treating the opt-out as permanent. If headcount passes the threshold, the audit duty returns.
Local help to set up a company in Switzerland
You can do every step yourself, but a foreign founder rarely does. The notary signing, the register filing and the resident signatory all work faster with a local firm that handles them each week. Accountanty lists 331 accounting firms and corporate service providers in Switzerland, and 267 of them offer company formation. See how to compare them on our company formation in Switzerland page.
Of those 331 firms, 91 are in Zurich, 91 in Geneva, 51 in Zug and 33 in Lugano. Browse accountants in Zurich, accountants in Geneva, accountants in Zug and accountants in Lugano, or filter for accountants for foreign clients in Switzerland. After incorporation, the same firms cover accounting, VAT and payroll.
Our verdict: the legal steps are short and well documented, and the hard part for a non-resident is the resident signatory and the bank account. Line those up first and the notary and register follow in order. When you are ready to set up a company in Switzerland, send one free quote request and Accountanty will forward it to suitable firms.