Swiss AG (Corporation): Share Capital, Board & Setup

A Swiss AG (Aktiengesellschaft) requires CHF 100,000 in share capital, at least CHF 50,000 paid in at formation, and provides anonymous shareholding with a formal board of directors. Governed by Articles 620 to 763 of the Swiss Code of Obligations (OR), it is the standard vehicle for larger enterprises, companies seeking external investment, and any business that may eventually pursue a stock exchange listing.

Alongside the GmbH, the AG accounts for the vast majority of new company registrations in Switzerland. Choosing between the two is one of the most consequential decisions in the formation process – our GmbH vs AG comparison covers every dimension. This guide focuses exclusively on the AG: its capital structure, governance, formation process, costs, and the legal framework you need to understand before incorporating one.

What Is a Swiss AG?

An AG is a capital company (Kapitalgesellschaft) with its own legal personality, separate from its shareholders. The shareholders’ liability is limited to their capital contribution – they bear no personal responsibility for the company’s debts beyond the amount they have invested or committed to invest.

What sets the AG apart from other Swiss company types is its CHF 100,000 minimum share capital, the fact that shareholder identities remain private, and a formal board of directors (Verwaltungsrat). The AG is also universally recognised in international commerce – while the GmbH is well understood in the DACH region, the AG/SA designation is familiar to counterparties, banks, and investors worldwide.

Key Facts at a Glance

Why You Can Trust This Guide

This article draws on the full text of OR Art. 620-763, the Commercial Register Ordinance (HRegV), and the 2023 corporate law reform provisions that introduced the capital band. Data on formation costs reflects fee schedules published by cantonal commercial register offices and verified against rates from over 200 AG formations assisted by our advisory team. Tax rates cite the Federal Tax Administration (ESTV) and cantonal tax calculators current as of 2026.

How Is AG Share Capital Structured?

The AG’s share capital framework is governed by OR Art. 621-622 and provides considerably more flexibility than the GmbH.

Ordinary Share Capital

The minimum share capital is CHF 100,000. At incorporation, at least CHF 50,000 must be paid in – either in cash or through a contribution in kind (Sacheinlage). The remaining unpaid capital represents a receivable on the company’s balance sheet, and the board may call it in at any time by resolution.

Each share must have a minimum par value (Nennwert) of CHF 0.01. This low floor allows companies to issue large numbers of shares – useful for employee participation plans and fine-grained equity splits.

Authorised Capital (Genehmigtes Kapital)

The general meeting may authorise the board to increase share capital by up to 50 per cent of the existing capital, within a period of up to two years (OR Art. 651). This mechanism allows the board to issue new shares without convening a shareholder meeting each time – valuable for fast-moving fundraising rounds or acquisition financing.

Conditional Capital (Bedingtes Kapital)

Conditional capital (OR Art. 653) reserves shares for issuance upon the exercise of conversion or option rights. It is capped at 50 per cent of existing share capital and is the standard instrument for employee stock option plans (ESOPs), convertible bonds, and warrant structures.

Capital Band (Kapitalband)

Introduced by the 2023 corporate law reform (in force from 1 January 2023), the capital band allows the general meeting to authorise the board to increase or decrease share capital within a range of plus or minus 50 per cent over a five-year period. This gives growing companies significant agility in managing their capitalisation without the cost and delay of repeated notarial acts and register filings.

How to Form an AG in Switzerland

Incorporating an AG follows a structured process with several mandatory steps. From preparation to commercial register entry, the timeline is typically three to four weeks.

Step 1: Choose and verify the company name. The name must include “AG” or “SA” and must be distinguishable from all existing entries in Zefix, the central index of Swiss company names. Run a search before proceeding.

Step 2: Draft the articles of incorporation (Statuten). These must comply with OR Art. 626 and define the company’s purpose, capital structure, share classes, and governance rules.

Step 3: Open a capital deposit account. A Swiss bank will open a blocked account (Kapitaleinzahlungskonto) where the share capital is deposited. The bank releases the funds only after the company is entered in the commercial register.

Step 4: Prepare contributions in kind (if applicable). If capital is contributed in kind, a qualified auditor must prepare an audit report (Gruendungspruefungsbericht) confirming the assets’ value.

Step 5: Execute the notarial deed of incorporation. The founders appear before a notary to sign the deed (Errichtungsakt), adopt the articles, elect the board, and appoint the auditor (if required).

Step 6: File with the cantonal commercial register. Submit the registration application with articles, deed, proof of capital deposit, board acceptances, and specimen signatures.

Step 7: Entry in the commercial register. Upon approval, the company is entered and receives its CHE identification number, gaining full legal capacity.

Step 8: Post-registration. Register for VAT (if turnover exceeds CHF 100,000), enrol employees in social security (AHV/IV/EO, BVG), and set up compliant accounting.

For an estimate of what formation will cost you, try our cost calculator.

What Must the Articles of Incorporation Contain?

The articles are the AG’s constitutional document. OR Art. 626 prescribes mandatory content: company name and registered office, purpose (Zweck), share capital and share details, convocation method for the general meeting, board composition and representation rules, audit body designation, and form of company announcements (typically via SHAB).

Beyond the mandatory provisions, the articles may include transfer restrictions (Vinkulierung), tag-along and drag-along clauses, dividend policies, and capital-band authorisations. Careful drafting at the outset avoids costly amendments later.

Who Sits on the Board of Directors?

The board of directors (Verwaltungsrat) is the AG’s supreme governing body, responsible for overall direction, supervision, and the matters that cannot be delegated under Swiss law.

Composition

An AG must have at least one board member (OR Art. 707). Board members must be natural persons – legal entities cannot serve. At least one person authorised to represent the company must be domiciled in Switzerland (OR Art. 718, para. 4).

Non-Delegable Duties

OR Art. 716a lists duties that must remain with the board: overall strategic direction, organisational structure, financial planning and controls, appointing executive management, preparing the annual report, and notifying the court in the event of over-indebtedness (OR Art. 725).

Delegation and Liability

The board may delegate day-to-day management to executive officers (Geschaeftsleitung) through organisational regulations (Organisationsreglement). Board members bear personal liability for damages caused by intentional or negligent breach of duties (OR Art. 754). D&O insurance is not mandatory but strongly recommended.

What Powers Do Shareholders Have?

The general meeting (Generalversammlung) is the shareholders’ assembly and the highest organ of the AG (OR Art. 698). It must be held at least once per year, within six months of the financial year-end.

The general meeting has exclusive authority over: adoption and amendment of the articles, election of board members and auditor, approval of annual financial statements, allocation of profits, and discharge of the board (Decharge).

Ordinary resolutions require an absolute majority of votes represented. Fundamental decisions – changing the purpose, introducing transfer restrictions, or dissolving the company – need a two-thirds supermajority (OR Art. 704). Shareholders holding at least 10 per cent of share capital may request a special audit (Sonderuntersuchung) or convene an extraordinary general meeting, providing meaningful minority protection.

What Happened to Bearer Shares?

Bearer shares (Inhaberaktien) once allowed transfer by simply handing over the certificate. Following FATF recommendations, the Federal Act on FATF Implementation entered into force on 1 November 2019, requiring unlisted companies to convert all bearer shares to registered shares (Namenaktien) by 1 May 2021. Companies that failed saw their bearer shares cancelled by operation of law.

Today, all shares in a private Swiss AG are registered. The company must maintain a shareholder register (Aktienbuch), and beneficial owners of 25 per cent or more must be reported. Listed companies remain exempt because identification occurs through the exchange’s settlement system.

Does a Swiss AG Need an Auditor?

Audit thresholds are identical for the AG and the GmbH. An ordinary audit is required if the company exceeds two of three thresholds in two consecutive years: CHF 20 million total assets, CHF 40 million revenue, or 250 FTEs. Below those thresholds, a limited audit (eingeschraenkte Revision) applies. Companies with fewer than 10 FTEs may opt out entirely if all shareholders consent (OR Art. 727a, para. 2).

How Is a Swiss AG Taxed?

The AG is a separate taxable entity. Its tax obligations fall into three main categories.

Corporate income tax: The AG pays federal profit tax at a flat 8.5 per cent on net profit. Cantonal and municipal taxes are levied on top, bringing the effective combined rate to between roughly 11.9 per cent (e.g. Zug) and over 21 per cent in high-tax cantons. See our cantonal tax comparison for current rates.

Capital tax: Most cantons levy an annual capital tax (Kapitalsteuer) on equity at modest rates of 0.01-0.5 per cent, regardless of profitability.

Withholding tax (Verrechnungssteuer): Dividends are subject to a 35 per cent federal withholding tax. Swiss-resident shareholders reclaim it via their tax return; non-residents may reclaim part or all under applicable double taxation treaties. The resulting double taxation is partially mitigated through the partial taxation method (Teilbesteuerungsverfahren), which reduces the taxable dividend portion to 50-70 per cent for shareholders holding at least 10 per cent.

How Much Does It Cost to Form an AG?

The total cost of incorporating an AG depends on the canton, the complexity of the articles, and whether professional advisers are engaged. Typical ranges for 2026:

These figures exclude the share capital itself. Ongoing annual costs include accounting, tax filings, and the commercial register fee. For a personalised breakdown, consult our expert.

How Does an AG Compare to a GmbH?

The two capital companies are often weighed against each other. Here is a concise side-by-side view:

Choose an AG if you plan to raise significant external capital, need shareholder anonymity, want multiple share classes or flexible capital instruments, or intend to list the company.

Choose a GmbH if you are bootstrapping, have a small shareholder group, want lower formation costs, and do not need the governance complexity of a board. For a full analysis, read our GmbH vs AG comparison.

What Are the Advantages and Disadvantages?

Advantages

• Limited liability. Shareholders risk only their capital contribution, not personal assets.
• Shareholder confidentiality. Ownership is not disclosed in the public register.
• Flexible capital instruments. Authorised capital, conditional capital, and the capital band allow rapid equity issuance.
• Multiple share classes. Different par values, voting rights, and dividend preferences for founder/investor structuring.
• Free transferability. Shares transfer without shareholder approval by default.
• International credibility. The AG/SA designation is recognised globally.
• IPO eligibility. Only AGs can be listed on the SIX Swiss Exchange.

Disadvantages

• Higher capital requirement. CHF 100,000 minimum versus CHF 20,000 for a GmbH.
• Greater formation costs. Notary, legal, and register costs roughly double those of a GmbH.
• Governance overhead. Board of directors, AGM, and formal minutes create administrative burden.
• Double taxation. Corporate profits taxed at company level; dividends taxed again at shareholder level.
• Withholding tax. The 35 per cent Verrechnungssteuer creates cash-flow friction, even though reclaimable.

Frequently Asked Questions

How much capital do I need to set up a Swiss AG?

The statutory minimum is CHF 100,000 in share capital. At least CHF 50,000, or 20 per cent of each share's par value (whichever is higher), must be paid in at formation. The remaining unpaid portion becomes a receivable that the board can call in at any time. Many founders choose to pay the full amount upfront to simplify the balance sheet and avoid future capital calls.

Can a single person form an AG in Switzerland?

Yes. Since the 2008 revision of Swiss corporate law, a single shareholder is sufficient to incorporate an AG. There is no requirement for multiple founders. However, the company must still appoint a board of directors with at least one member who is domiciled in Switzerland, and that board member need not be a shareholder.

Are shareholder names publicly visible in a Swiss AG?

No. Unlike the GmbH, where every shareholder's name and capital contribution appear in the commercial register, the AG does not disclose its shareholders publicly. The company must maintain an internal shareholder register (Aktienbuch), and beneficial owners holding 25 per cent or more must be identified internally under anti-money-laundering rules, but this information is not accessible to the general public.

What happened to bearer shares in Switzerland?

Bearer shares (Inhaberaktien) for unlisted companies were effectively abolished on 1 November 2019, following Switzerland's commitments to the Financial Action Task Force (FATF). All existing bearer shares had to be converted to registered shares by 1 May 2021. Companies that failed to convert saw their bearer shares cancelled by operation of law. Listed companies may still issue bearer shares because their shareholders are identified through the exchange's settlement system.

What is the difference between an AG and a GmbH in Switzerland?

The main differences lie in minimum capital (CHF 100,000 for an AG versus CHF 20,000 for a GmbH), shareholder privacy (AG shareholders are not published in the commercial register), share transferability (AG shares transfer freely by default, while GmbH shares require approval), and governance complexity (an AG requires a formal board of directors). For a full analysis, see our dedicated comparison page.

How many board members does a Swiss AG need?

A Swiss AG must have at least one board member (Verwaltungsrat) who is a natural person. There is no upper limit on board size. At least one board member must be domiciled in Switzerland, as required by OR Art. 718 para. 4. Board members need not be shareholders, and there are no nationality requirements. Listed companies and larger AGs typically have three to seven board members to ensure adequate oversight and committee structures.

How much does it cost to form an AG in Switzerland?

Forming an AG typically costs CHF 5,000 to CHF 10,000 in professional and administrative fees, excluding the share capital itself. This includes notary fees of CHF 2,000 to CHF 4,000, commercial register fees of CHF 600 to CHF 800, bank charges for the capital deposit account of CHF 200 to CHF 500, and optional legal or fiduciary fees of CHF 1,500 to CHF 4,000. If capital is contributed in kind rather than cash, an additional auditor's report adds CHF 1,000 to CHF 2,000. The CHF 100,000 share capital belongs to the company, not the founders.

Can an AG in Switzerland issue different classes of shares?

Yes. Swiss AG law permits multiple share classes with different par values, voting rights, and dividend preferences. A common structure separates voting shares held by founders from non-voting participation certificates (Partizipationsscheine) issued to investors. The 2023 corporate law reform also introduced voting-rights shares (Stimmrechtsaktien), allowing up to ten times the voting power per franc of par value compared to ordinary shares. This enables founders to retain control even after bringing in external equity investors.

What is the capital band (Kapitalband) for a Swiss AG?

The capital band, introduced by the 2023 corporate law reform (in force from 1 January 2023), allows the general meeting to authorise the board to increase or decrease share capital within a range of plus or minus 50 per cent over a five-year period. For example, a company with CHF 100,000 in share capital could be authorised to move between CHF 50,000 and CHF 150,000 without convening a shareholder meeting each time. This replaces separate authorised capital and conditional capital mechanisms for many growth-stage companies and significantly reduces the cost and delay of capital adjustments.

Do AG shareholders have pre-emptive rights on new share issuances?

Yes. Swiss AG shareholders have statutory pre-emptive rights (Bezugsrechte) when new shares are issued for cash, entitling them to subscribe for new shares in proportion to their existing holdings. These rights protect shareholders from dilution. The general meeting can withdraw or limit pre-emptive rights if there is good cause, such as an acquisition or employee participation plan, by a two-thirds majority resolution. Without such a resolution, the board cannot bypass existing shareholders when issuing new shares.