Company Formation in Switzerland

Last updated: April 2026.

Switzerland registered just over 50,000 new companies in 2025, the bulk of them GmbHs with the statutory CHF 20,000 minimum capital. A Swiss company is not a cheap company. It is a credibility product: cantonal tax rates from 11.9% in Zug, zero withholding tax on outbound royalties, no WHT on ordinary interest, a functioning participation exemption, and a corporate register that counterparties in every OECD jurisdiction treat as investment-grade. The catch is the Swiss-resident director rule. Every GmbH and AG must have at least one signatory domiciled in Switzerland — the single constraint that shapes how non-resident founders structure the entity.

We form Swiss GmbHs and AGs end to end: name reservation, Articles drafting, Sperrkonto opening, notary, Handelsregister filing, VAT registration, and resident-director and registered-office arrangements where needed. Fixed price, fixed timeline, one point of contact.

Quick facts	Value
Direct federal corporate tax	8.5% flat (effective ~7.83% after deduction)
Combined effective CIT (federal + cantonal + communal)	11.9% (Zug) to ~20.5% (highest cantons)
VAT (standard)	8.1% — registration threshold CHF 100,000 worldwide turnover
Minimum share capital (GmbH)	CHF 20,000, fully paid before registration
Minimum share capital (AG)	CHF 100,000, at least CHF 50,000 or 20% paid
Minimum directors / shareholders	1 director, 1 shareholder — at least one director must be Swiss-resident
Residency requirement	At least one signatory must be domiciled in Switzerland
Standard formation time	10–20 business days (Zug and Nidwalden faster)
Government fees	Included in our packages
Language of filings	German, French, Italian (per canton); English tolerated in supporting docs
Currency	Swiss Franc (CHF)
Commercial register	Handelsregister (cantonal) / Zefix national search

Why Form a Company in Switzerland

Switzerland is not in the EU, not in the EEA, and not a passport for EU financial services. It wins on a different set of attributes.

Cantonal tax competition is real. The combined effective corporate rate swings from 11.9% in Zug to around 20.5% in Bern. That is a live arbitrage, not a marketing slogan. A holding company headquartered in Zug or Nidwalden pays materially less profit tax than an equivalent entity in France (25%) or Germany (~30%). Lucerne, Appenzell Innerrhoden, Schwyz, and Glarus all sit under 13% effective.

No withholding on royalties. No withholding on ordinary interest. Switzerland does not levy a WHT on outbound royalty payments, full stop. Ordinary interest paid to non-residents is also exempt (the 35% WHT applies only to bank deposits and Swiss-issued bonds). A Swiss IP-holding or financing company can pay royalties and arm's-length interest offshore without leakage.

Participation exemption with no holding period. Dividends from qualifying participations — 10% ownership or CHF 1m market value — are effectively tax-free under the participation relief. There is no minimum holding period and no subject-to-tax test on the subsidiary. Capital gains on qualifying participations held for at least one year are similarly exempt.

The banking system exists. Switzerland has roughly 240 banks including UBS, PostFinance, Raiffeisen, the 24 cantonal banks, and a deep bench of private banks. Banking substance matters for counterparties, for regulators, and for the family-office segment.

Schengen access. Switzerland joined Schengen in 2008. Directors and employees move freely within the 29-state area, which the UK cannot offer and which matters for sales-led businesses with European customer visits.

The trade-off is cost. Swiss formation is more expensive than UK, Estonia, or Poland. Share capital must be fully paid in cash before registration. At least one signatory must be Swiss-resident. Labour, office, and compliance costs run high. The jurisdiction rewards substance; it punishes shell structures.

Company Types Available in Switzerland

Swiss company law gives you two primary limited-liability forms and three minor variants. Most clients pick the GmbH or the AG.

Gesellschaft mit beschränkter Haftung (GmbH / Sàrl / Sagl)

The default form for SMEs, holding companies, and most non-resident incorporations. Minimum share capital CHF 20,000, fully paid in cash or in kind before registration. One shareholder and one managing officer suffice; the latter must be domiciled in Switzerland. Quotaholders appear on the public Handelsregister with their names — this is unusual compared with an AG and is the main reason some founders opt for the AG for privacy. Statutory audit only above the size thresholds (CHF 20m balance sheet, CHF 40m turnover, 250 employees — two of three over two consecutive years).

Aktiengesellschaft (AG / SA)

The classic Swiss stock corporation. Minimum share capital CHF 100,000, of which CHF 50,000 or 20% (whichever is higher) must be paid before incorporation. Shareholders do not appear on the Handelsregister (unlike the GmbH) — ownership is recorded in the internal share register only, though beneficial ownership is separately reportable under Article 697j of the Swiss Code of Obligations. One director minimum, at least one resident in Switzerland with single signatory authority. Used for larger operating businesses, listed vehicles, group holdings, and cases where quotaholder privacy matters.

Branch (Zweigniederlassung / Succursale)

A permanent establishment of a foreign company. Not a separate legal person; liability flows to the parent. Required to register with the Handelsregister at the canton of the branch, to appoint a Swiss-resident representative, and to file Swiss accounts for branch activity. Commonly used by foreign banks, insurers, and large industrial groups as an alternative to subsidiarisation.

Kollektivgesellschaft / Kommanditgesellschaft

Swiss general and limited partnerships. No minimum capital. Unlimited liability for the general partners. Used mainly by professional partnerships (law, audit, notary) or for fund structures. Not a typical cf24 client choice.

Form	Min capital	Paid-in	Liability	Directors	Common use
GmbH	CHF 20,000	100% at formation	Limited	1 (Swiss-resident)	SMEs, holdings, non-resident subsidiaries
AG	CHF 100,000	CHF 50,000 or 20%	Limited	1 (Swiss-resident)	Listed cos, larger groups, privacy-sensitive holdings
Zweigniederlassung	n/a	n/a	Parent's	Swiss representative	Foreign branch presence
Kollektivgesellschaft	None	n/a	Unlimited	Partners	Professional partnerships
Kommanditgesellschaft	None	n/a	Mixed	Partners	Fund structures

If your timeline is urgent and a 10–20 business day incorporation will not fit, our sister brand offers ready-made Swiss GmbH vehicles — pre-incorporated, dormant, and transferable in days. For new substantive business, fresh formation through this service is usually the right answer; shelf companies serve specific time-sensitive acquisition, tender, or banking deadlines.

Step-by-Step Formation Process

The end-to-end timeline assumes a GmbH formed in Zug or Lucerne with a non-resident founder and one nominee Swiss-resident managing officer.

Canton selection and name reservation. We recommend the canton based on your substance plan, tax profile, and banking preference. Zug and Nidwalden for lowest tax; Zurich or Geneva for banking and talent; Lucerne or Schwyz for balance. The proposed name is checked via Zefix (the national register portal) and cleared for trademark conflicts. Allow two or three alternatives.

Articles of Association and founder pack. We draft the Articles, the shareholders' resolution, the declaration of acceptance for the managing officer(s), and the founder's declaration. The share capital structure, signing rights, domicile, and purpose clauses are finalised here. Each founder and director provides passport, address proof, and a statement of beneficial ownership.

Sperrkonto opening. The paid-up share capital is deposited into a Swiss bank blocked account (Sperrkonto). The bank issues a Kapitaleinzahlungsbestätigung confirming the deposit. Non-resident founders often route this through a specialised bank — Hypothekarbank Lenzburg, Valiant, or a cantonal bank — because some universal banks will not open a Sperrkonto before the operating account is approved. This step is the single biggest bottleneck in the timeline: three to ten business days, bank-dependent.

Notarial deed of incorporation. Swiss law requires a public deed. The founders (or their attorneys under power of attorney) sign before a Swiss notary. The notary verifies identity, reads the Articles, records the contributions, and issues the deed. For non-resident founders we execute by PoA — you sign an apostilled PoA in your home country, we attend in person.

Handelsregister filing. The notary or our office files the Handelsregister application with the cantonal commercial register (Zug, Zurich, Geneva, etc.). Processing time ranges from 24–48 hours in Zug to up to two weeks in slower cantons. On entry, the company exists as a legal person and receives its UID (format CHE-123.456.789).

Sperrkonto release. On confirmation of the Handelsregister entry, the bank converts the Sperrkonto into the operating account and releases the capital. Until release, funds are not available to the company.

Tax and post-incorporation registrations. Federal and cantonal tax registration is largely automatic via the Handelsregister. VAT registration with the Federal Tax Administration is mandatory where annual worldwide turnover exceeds CHF 100,000 (voluntary below that). AHV/social security registration applies once the company pays Swiss-resident salaries. We file all three in parallel.

Realistic lead time from engagement to operating company: 10 to 20 business days for a clean non-resident case, 5 to 7 days for a Swiss-resident founder using a fast canton.

Required Documents

For each founder, shareholder, and director we need:

Passport (certified copy), plus for directors a live identity check
Proof of residential address dated within the last three months — utility bill, bank statement, or government letter
CV summary for directors (bank compliance)
Declaration of beneficial ownership (Article 697j of the Swiss Code of Obligations)
For corporate shareholders: certificate of incorporation, register of directors, UBO declaration, good-standing certificate — apostilled

You confirm: registered office address (we provide in Zug, Zurich, Geneva, or Lucerne if you do not have a Swiss address), share capital currency and denomination, purpose clause, and signing rights structure.

Apostille and certified translation into German, French, or Italian (per canton) is generally required for foreign-language corporate documents used in the deed. Founders sign by power of attorney where attendance is impractical; the PoA itself is apostilled in the country of execution.

Costs and Timeline

Swiss formation is a paperwork-heavy process with multiple moving parts — notary, bank, canton. Cost varies with canton, share capital size, whether you need a resident director, and the urgency of the bank account.

Our packages cover drafting, notarial attendance (by PoA), Sperrkonto coordination with a cooperative Swiss bank, Handelsregister filing, UID issuance, VAT registration where applicable, and delivery of the certificate pack. Add-ons include resident-director service, registered office, tax and accounting setup, and introductions to UBS, PostFinance, Raiffeisen, or a cantonal bank. Contact us for a fixed-price quote — government fees and notarial fees are included; no surprise invoices after filing.

Typical timeline from KYC clearance:

Day	Milestone
0	Engagement, KYC submitted
2	KYC cleared, Articles drafted, PoA prepared
3–8	Sperrkonto opened, capital deposited
9	Notary attendance and deed execution
10–14	Handelsregister entry and UID issuance
15–20	Sperrkonto release, operating account active, VAT registration

Tax Overview for Swiss Companies

Three taxes drive the total profit burden on a Swiss company: federal income tax, cantonal/communal profit tax, and — for large multinationals from 2024 — the Pillar Two top-up.

Federal corporate income tax is 8.5% on profit after tax, translating to an effective rate of approximately 7.83% because the tax is itself deductible. The federal rate is flat and uniform across all 26 cantons.

Cantonal and communal profit tax is where the real variation sits. The combined federal + cantonal + communal effective rate ranges from around 11.9% in Zug to approximately 20.5% in the higher-tax cantons. Zug, Nidwalden, Lucerne, Appenzell Innerrhoden, Schwyz, Glarus, and Obwalden all sit under 13% effective. Zurich is around 19.7%, Geneva around 14.7% after the STAF reform, Bern around 20.5%.

VAT is 8.1% at standard rate (unchanged from 1 January 2024 through at least 2027 — a proposed 0.7 percentage point increase has been delayed by Parliament to no earlier than 1 January 2028). Reduced rate 2.6% on essentials, 3.8% on lodging. The registration threshold is CHF 100,000 of worldwide turnover, which means foreign e-commerce and SaaS businesses servicing Swiss customers cross the threshold quickly. From 1 January 2026, online platform operators are jointly liable for VAT on sales made through them.

Withholding tax on dividends is 35%. This is the Swiss particularity. Domestic dividends are grossed up and withheld at 35%, reclaimable by Swiss-resident recipients and reducible to 0% for EU parents under the Swiss–EU agreement on automatic exchange of information (10% shareholding, two-year holding period), or to 5% / 15% under most double-tax treaties. Structures are engineered around this WHT; it is not optional.

Withholding tax on ordinary interest is 0%. Withholding tax on royalties is 0%. Both are unusual in Continental Europe and drive IP- and finance-holding substance into Switzerland. The 35% Swiss WHT does apply to bank-deposit interest and to interest on Swiss-issued bonds.

Participation exemption. Dividends and capital gains from qualifying participations (10% ownership, or CHF 1m market value for dividends; one-year holding period for capital gains) are effectively exempt under the participation relief. No subject-to-tax test on the underlying subsidiary.

OECD Pillar Two. Switzerland introduced a Qualified Domestic Minimum Top-up Tax on 1 January 2024 and the Income Inclusion Rule on 1 January 2025. Both apply only to multinational enterprises with global annual turnover of at least EUR 750m — approximately 99% of Swiss companies are unaffected. First GloBE Information Return filings are due 30 June 2026.

Capital tax is a small cantonal tax on equity, typically 0.01% to 0.5% depending on canton. Many cantons credit the capital tax against the profit tax.

Switzerland has over 100 double-tax treaties in force, including with all EU member states, the US, China, India, Gulf states, and most of Latin America.

Banking for Swiss Companies

Swiss business banking is a two-speed market. Universal banks (UBS, Raiffeisen, ZKB) dominate the top end and apply thorough KYC. Specialised banks and cantonal banks handle most new incorporations.

UBS is the default flagship option after the 2023 merger with Credit Suisse. Excellent counterparty reputation internationally. Non-resident-controlled entities face selective onboarding; UBS typically expects either material Swiss substance (resident shareholder with ≥20%, Swiss operating team) or a private-banking relationship with the ultimate owner (indicative CHF 500k+ deposits). The brand carries weight with foreign counterparties.

PostFinance is the state-backed retail and SME bank. Very accessible for Swiss-registered GmbHs and AGs with moderate deposit sizes. Straightforward onboarding for companies with a Swiss-resident signatory and standard business activity. Multi-currency accounts available.

Raiffeisen is the cooperative banking network — the second-largest domestic deposit-taker after UBS. Strong for local SMEs, weaker for cross-border non-resident-owned entities, where documentation requirements are stricter.

Zürcher Kantonalbank (ZKB) is the largest cantonal bank and often the right fit for Zurich-registered operating companies. AAA-rated (state-backed). Onboards foreign-owned Swiss companies where substance is documented — office, local staff, clear business purpose.

Hypothekarbank Lenzburg and Valiant are mid-size banks that specialise in the Sperrkonto process and in SME business accounts for founders. Faster to open, more flexible on foreign ownership, and a common bridge during formation.

For cross-border heavy businesses, Swissquote, Dukascopy, and Alpian (a digital private bank licensed in 2022) offer multi-currency accounts and digital onboarding — useful complements to a traditional bank relationship.

Swiss banking onboarding for non-resident-controlled entities typically takes 3–6 weeks end-to-end, with source-of-funds and source-of-wealth documentation the key compliance pillars. Opening the Sperrkonto is faster (3–10 business days) because its only function is to hold the paid-up share capital until Handelsregister entry.

Nominee Director Services in Switzerland

Swiss law requires at least one director or authorised signatory to be domiciled in Switzerland. This is the most common reason non-resident founders use a nominee resident director.

The requirement is structural, not cosmetic. Article 718 paragraph 4 of the Swiss Code of Obligations states that the AG must be represented by at least one person resident in Switzerland. Article 814 paragraph 3 mirrors the rule for the GmbH. This is a mandatory rule; there is no workaround by powers of attorney or by electronic registration. Compliance is checked at Handelsregister entry.

Nominee resident-director services are standard. The Swiss market has a deep supplier base of professional resident directors — accountants, lawyers, and corporate service providers licensed to sit on boards. The nominee's name is recorded on the public Handelsregister. A service agreement governs duties, liability, indemnification, and the scope of signing authority. Beneficial ownership remains with the client and is separately recorded in the company's internal share/quota register per Article 697j of the Code of Obligations and reported to the bank under the Anti-Money Laundering Act.

Substance matters for tax residency. A Swiss company managed exclusively from abroad risks being treated as dual-resident under foreign CFC or place-of-effective-management rules. A nominee director who attends board meetings, signs contracts, and participates in management decisions in Switzerland supports Swiss tax residency; a nominee who signs only formal filings does not. We structure our resident-director service to provide real management substance — board meetings in Switzerland, local signature authority, and participation in material decisions — consistent with the level of substance Swiss tax residency requires.

We provide nominee resident-director services where the structure is legitimate, disclosed to the bank, and supported by a KYC-compliant ownership chain. We do not provide nominee services where the intent is to obscure beneficial ownership from regulators, tax authorities, or counterparties.

Frequently Asked Questions

How long does it take to form a company in Switzerland?

A Swiss GmbH or AG formed in Zug or Nidwalden takes 10 to 15 business days from engagement to UID issuance. Slower cantons such as Bern or Zurich add one to two weeks. The main variable is the Sperrkonto — depositing the paid-up share capital — which runs 3 to 10 business days depending on the bank's KYC workload.

What is the minimum capital to form a Swiss company?

A GmbH requires CHF 20,000 of share capital, fully paid in cash or in kind before the company is registered. An AG requires CHF 100,000, of which CHF 50,000 or 20% of the issued capital (whichever is higher) must be paid before registration. The balance of an AG's authorised capital can remain uncalled and is paid on demand.

Do I need a Swiss-resident director?

Yes. Every GmbH and AG must have at least one director or authorised signatory domiciled in Switzerland. This is a mandatory requirement of the Swiss Code of Obligations (Articles 718 and 814). Non-resident founders who do not have their own Swiss-resident manager engage a nominee resident director under a service agreement — standard and fully legal practice.

Can a foreigner own a Swiss company?

Yes. There is no restriction on foreign ownership of a Swiss GmbH or AG. 100% of the share capital can be held by non-residents and by non-Swiss corporate shareholders. The only residency constraint is the Swiss-resident signatory rule at board level. Real-estate holding structures are a separate regime under the Lex Koller regulations.

What is the corporate tax rate in Switzerland?

Direct federal corporate income tax is 8.5% flat, effective around 7.83% after deduction. Cantonal and communal profit taxes add on top. The combined effective rate ranges from 11.9% in Zug to roughly 20.5% in Bern for 2026. Zug, Nidwalden, Lucerne, Appenzell Innerrhoden, and Schwyz all sit under 13% combined effective.

What is the difference between a Swiss GmbH and an AG?

A GmbH has CHF 20,000 minimum capital, lists quotaholders publicly on the Handelsregister, and suits smaller owner-managed businesses. An AG has CHF 100,000 minimum capital, keeps the shareholder register private (ownership is only in the internal register and beneficial-ownership filings), and suits larger groups, listed vehicles, and privacy-sensitive holdings.

Is Switzerland a good location for a holding company?

For many groups, yes. Participation exemption eliminates tax on qualifying dividends and capital gains. No withholding tax on outbound interest or royalties. Zug and Nidwalden deliver cantonal effective rates around 12%. The Swiss–EU AEOI agreement gives zero WHT on dividends to qualifying EU parents. Pillar Two only affects groups above EUR 750m turnover. Substance is expected — operational presence, not a mailbox.

Get Started — Form Your Swiss Company

Fixed-price quote in 60 seconds. GmbH or AG, any canton, with Sperrkonto, notary, and Handelsregister filing handled by our team. Resident-director service where you need it. Bank introductions to UBS, PostFinance, ZKB, or Hypothekarbank Lenzburg included in standard packages.

Call +48 2222 5 2222 or email [email protected] to start. Most Swiss formations are complete and operating with a bank account within 15 to 20 business days from KYC clearance.

Content prepared by Piotr Walter, In-house Counsel. Approved by Tomasz Bielski, Managing Director.