Types of Companies in Switzerland: Complete Guide 2026

Switzerland consistently ranks among the most attractive jurisdictions in the world for company formation. Competitive tax rates, political stability, a highly skilled workforce, and a legal system rooted in the Swiss Code of Obligations (OR) make the country a magnet for entrepreneurs, multinationals, and investors alike.

But before you can register a company in Switzerland, you need to answer a fundamental question: which legal form is right for your business?

The types of companies in Switzerland range from simple sole proprietorships that require no share capital to listed corporations with complex governance structures. Each form carries different implications for personal liability, minimum capitalisation, taxation, and administrative burden. Choosing the wrong structure can mean paying more tax than necessary, exposing personal assets to business creditors, or creating governance headaches that slow decision-making.

This guide covers every company type recognised under Swiss law, compares them side by side, and provides a decision framework to help you select the optimal structure. If you are a non-resident, you will also want to read our dedicated guide on setting up a Swiss company as a foreigner.

What Company Types Exist in Switzerland?

The table below summarises the key characteristics of all major business structures available in Switzerland. Use it as a quick reference before reading the detailed sections that follow.

Every type listed above is governed by the Swiss Code of Obligations or the Swiss Civil Code. The relevant statutory provisions are cited in each section below. You can access the full legislative text on Fedlex, the official publication platform of Swiss federal law.

What Is a GmbH?

The GmbH – Gesellschaft mit beschraenkter Haftung, or societe a responsabilite limitee (Sarl) in French-speaking cantons – is governed by OR Art. 772-827. It is the most popular company type in Switzerland by a wide margin.

Key features:

• Minimum share capital: CHF 20,000, fully paid up at incorporation.
• Share denominations: Minimum CHF 100 per share (Stammanteil).
• Liability: Shareholders’ liability is limited to their capital contribution. No personal liability for company debts beyond the invested amount.
• Shareholders: Minimum one. Shareholders are recorded in the commercial register, so ownership is not anonymous.
• Management: At least one managing director (Geschaeftsfuehrer) who is resident in Switzerland.
• Audit: Opt-out available if fewer than 10 FTEs and all shareholders consent.
• Registration: Mandatory entry in the commercial register.

The GmbH strikes a balance between limited liability protection and simplicity. Formation costs are lower than for an AG, governance is lean, and the CHF 20,000 capital requirement is manageable for most founders. The main trade-off is transparency: every shareholder’s name and capital contribution appears in the public register.

In practice, forming a GmbH involves drafting articles of association, having them notarised, depositing the share capital into a blocked bank account, and filing the application with the cantonal commercial register. The entire process typically takes two to three weeks. Many founders work with a fiduciary (Treuhaender) to handle the paperwork, though it is entirely possible to manage the process independently if you are comfortable navigating Swiss administrative procedures.

The GmbH is also well suited to holding structures at the small-business level. A single GmbH can hold participations in other companies and benefit from the participation deduction, provided the qualifying thresholds are met.

For a detailed walkthrough of requirements, costs, and the step-by-step formation process, see our full guide to the Swiss GmbH.

What Is an AG?

The AG – Aktiengesellschaft, or societe anonyme (SA) – is governed by OR Art. 620-763. It is the second most common company form and the standard vehicle for larger enterprises, listed companies, and businesses seeking external investment.

Key features:

• Minimum share capital: CHF 100,000, of which at least CHF 50,000 (or 20 per cent per share, whichever is higher) must be paid in at incorporation.
• Share types: Registered shares (Namenaktien) and bearer shares (Inhaberaktien). Since 2019, bearer shares are effectively abolished for unlisted companies; all shareholders of private AGs must be identified.
• Liability: Limited to share capital. Shareholders bear no personal liability.
• Shareholders: Minimum one. Shareholder names are not published in the commercial register (unlike the GmbH), though a shareholder register must be maintained internally.
• Governance: Board of directors (Verwaltungsrat) with at least one member resident in Switzerland. The board may delegate management to executive officers.
• Audit: Same thresholds as the GmbH; opt-out available below 10 FTEs.

The AG offers greater confidentiality than the GmbH, more flexible share transfer mechanisms, and a governance framework familiar to international investors. These advantages come at a higher cost: the minimum capital is five times that of a GmbH, notarial and formation costs are steeper, and annual compliance (annual general meetings, board minutes, shareholder register) involves more formality.

A notable feature of the AG is the ability to issue different share classes with varying voting rights and dividend preferences. This flexibility is valuable for founders who want to raise capital while retaining control. The AG also permits authorised and conditional capital increases, enabling the board to issue new shares within defined limits without convening a shareholder meeting each time – a mechanism frequently used for employee stock option plans and convertible loan structures.

Since the 2023 corporate law reform (in force from 1 January 2023), the AG also benefits from modernised provisions on capital bands (Kapitalband), allowing 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 significantly more flexibility in managing their capitalisation.

Read the complete guide to the Swiss AG for capital structure options, board composition rules, and practical formation steps.

Should You Choose a GmbH or an AG?

Together, the GmbH and AG account for over 80 per cent of new company registrations in Switzerland. Choosing between them is one of the most consequential decisions in the formation process. We have published a detailed GmbH vs AG comparison that covers every dimension, but here are the key differentiators:

Choose a GmbH if you are bootstrapping, want lower formation costs, have a small shareholder group that values simplicity, or are running a consultancy, agency, or trade business.

Choose an AG if you plan to raise significant external capital, want shareholder anonymity, anticipate complex governance with multiple board committees, or intend to list the company on a stock exchange.

In practice, many businesses start as a GmbH and convert to an AG later when the corporate structure demands it. The conversion is straightforward under Swiss law (OR Art. 54) and does not trigger liquidation.

What Is a Sole Proprietorship?

The sole proprietorship – Einzelunternehmen or entreprise individuelle – is the simplest business form in Switzerland, governed by OR Art. 945-953 for registration and general commercial law principles.

Key features:

• Capital requirement: None.
• Liability: The owner bears unlimited personal liability for all business obligations. Personal and business assets are not separated.
• Registration: Mandatory only if annual revenue exceeds CHF 100,000. Below that threshold, registration is voluntary but recommended.
• Taxation: Business income is taxed as personal income of the owner. No separate corporate tax return.
• Social security: The owner is classified as self-employed and must register with the cantonal compensation office (AHV/AVS).

A sole proprietorship is ideal for freelancers, consultants, and small traders who want to start quickly with minimal bureaucracy. The absence of a capital requirement and the simplified tax treatment make it the lowest-cost option. However, the unlimited personal liability is a significant risk: if the business incurs debts or faces a lawsuit, the owner’s personal savings, property, and other assets are exposed.

The sole proprietorship is not a separate legal entity. There is no distinction between the business and the individual running it. This means that a sole proprietor cannot employ themselves – they are self-employed by definition and must register with the cantonal compensation office (Ausgleichskasse) for AHV/IV/EO contributions. They also lack access to the second pillar (BVG) occupational pension unless they voluntarily join a pension scheme.

Many sole proprietors eventually transition to a GmbH once revenue grows and the liability risk becomes material. Our registration guide explains how to make that transition smoothly.

What Is a General Partnership?

The general partnership – Kollektivgesellschaft or societe en nom collectif – is governed by OR Art. 552-593. It is a partnership of two or more natural persons who jointly operate a commercial enterprise.

Key features:

• Capital requirement: None. Partners contribute capital, labour, or both as agreed.
• Liability: All partners bear unlimited joint and several liability. Each partner is personally liable for the full amount of partnership debts, regardless of their ownership share.
• Registration: Mandatory in the commercial register.
• Taxation: The partnership itself is not a taxable entity. Profits are allocated to partners and taxed as personal income.
• Decision-making: All partners have equal management rights unless the partnership agreement provides otherwise.

General partnerships are most commonly found in professional services – law firms, medical practices, architectural studios – where the partners’ personal reputation and expertise are central to the business. The unlimited liability is the main drawback, but it also signals financial commitment and trustworthiness to clients.

For a broader look at partnership structures, including practical formation steps and sample agreements, see our partnerships guide.

What Is a Limited Partnership?

The limited partnership – Kommanditgesellschaft or societe en commandite – is governed by OR Art. 594-619. It combines two classes of partners with different liability profiles.

Key features:

• Partners: At least one general partner (Komplementaer) with unlimited liability and at least one limited partner (Kommanditaer) whose liability is capped at their agreed capital contribution.
• Capital requirement: None as a statutory minimum, but the limited partner’s contribution amount is recorded in the commercial register.
• Management: General partners manage the business. Limited partners may not participate in management without risking the loss of their limited liability status.
• Taxation: Pass-through taxation, same as a general partnership.

The limited partnership is relatively uncommon in Switzerland compared to the GmbH or AG, but it serves a useful purpose in specific contexts: real estate investment structures, private equity vehicles, and family business arrangements where some members want to invest capital without assuming management responsibility or unlimited liability.

Both partnership types are covered in detail in our Swiss partnerships guide.

What Is a Holding Company?

A holding company – Holdinggesellschaft – is not a separate legal form under Swiss law. Rather, it is a GmbH or AG whose primary purpose is to hold participations (shares) in other companies. The significance lies in its tax treatment.

Key features:

• Legal form: Typically a GmbH or AG. The holding company must meet the same formation requirements as any other GmbH or AG.
• Participation privilege: If at least two-thirds of the holding company’s assets consist of qualifying participations, or if at least two-thirds of its income derives from such participations, the company qualifies for the Beteiligungsabzug (participation deduction). Dividend income and capital gains from qualifying participations are effectively exempt from cantonal profit tax.
• Federal tax: A participation deduction proportionally reduces federal profit tax as well.
• Substance requirements: The holding must have genuine economic substance in Switzerland – a real office, qualified staff, and decision-making at the board level. Shell structures without substance face scrutiny.

Holding companies are the backbone of international group structures in Switzerland. Combined with the country’s extensive double taxation treaty network, the participation privilege makes Switzerland one of the most tax-efficient locations for a group holding.

For a full analysis of holding structures, mixed companies, and principal companies, see our guide on special-purpose vehicles in Switzerland.

What Is a Foundation?

Swiss foundations are governed by Art. 80-89bis of the Swiss Civil Code (ZGB), not the Code of Obligations. A foundation (Stiftung) is a legal entity formed by endowing assets to serve a specific purpose defined by the founder.

Key features:

• Purpose: Must be lawful. Foundations can be charitable, educational, religious, or serve family interests. Commercial foundations are not permitted.
• Capital: No statutory minimum, but the endowed capital must be sufficient to achieve the stated purpose. In practice, most cantonal supervisory authorities expect at least CHF 50,000.
• Governance: A foundation board (Stiftungsrat) manages the foundation. There are no shareholders or members – once assets are endowed, the founder relinquishes ownership.
• Supervision: Charitable foundations are supervised by the relevant cantonal or federal supervisory authority. Family foundations are generally exempt from supervision.
• Taxation: Charitable foundations are typically exempt from income and capital taxes, provided their purpose qualifies.

Foundations are widely used for philanthropic purposes, pension schemes (BVG/LPP), and family wealth preservation. They are not suitable for commercial profit-seeking activities.

Our special-purpose vehicles guide covers foundation formation, governance best practices, and the supervisory framework in detail.

What Is an Association?

The association – Verein or association – is governed by Art. 60-79 ZGB. It is the most accessible legal form in Switzerland: two or more persons can form an association without registration, notarisation, or any capital contribution.

Key features:

• Formation: Adoption of written articles of association (Statuten) by at least two members. No notary required.
• Capital: None. Associations are funded through membership fees, donations, and revenue from activities related to their purpose.
• Registration: Optional. An association gains legal personality at the moment its articles are adopted, regardless of registration. However, registration in the commercial register is mandatory if the association operates a commercial enterprise.
• Liability: Members are not personally liable for association debts unless the articles provide otherwise.
• Taxation: Non-profit associations may qualify for tax exemption on income related to their purpose. Associations engaged in commercial activities are taxed like other legal entities.

Associations are the legal form of choice for sports clubs, professional bodies, industry associations, cultural organisations, and many non-profits. Some business-adjacent organisations – such as self-regulatory organisations (SROs) under FINMA supervision – also take the form of associations.

For more detail on associations, foundations, and other non-standard structures, visit our special-purpose vehicles page.

When Should You Use a Branch vs Subsidiary?

Foreign companies entering the Swiss market face a structural choice: open a branch office or establish a subsidiary. Both are registered in the Swiss commercial register, but they differ fundamentally in legal status, liability, and tax treatment.

Branch Office (Zweigniederlassung)

A branch is not a separate legal entity. It is an extension of the foreign parent company operating in Switzerland.

• Liability: The parent company is fully liable for all obligations of the branch.
• Registration: Mandatory in the commercial register of the canton where the branch operates.
• Taxation: The branch is taxed in Switzerland on profits attributable to its Swiss activities. It must file a Swiss tax return.
• Management: A branch representative domiciled in Switzerland must be appointed.
• Accounting: The branch must maintain separate books for its Swiss operations, though it is not required to produce standalone financial statements.

Subsidiary (Tochtergesellschaft)

A subsidiary is a fully independent Swiss legal entity – typically a GmbH or AG – owned by the foreign parent.

• Liability: Limited to the subsidiary’s own capital. The parent’s liability does not extend beyond its investment.
• Registration: Standard GmbH or AG registration requirements apply.
• Taxation: Taxed as a Swiss-resident company on worldwide income, with access to Switzerland’s double taxation treaties.
• Management: Same residency requirements as any Swiss GmbH or AG.

When to choose a branch: Short-term projects, testing the market, or when the parent wants direct operational control and does not mind bearing full liability.

When to choose a subsidiary: Long-term market presence, desire to limit the parent’s liability, access to Swiss treaty benefits, or when Swiss clients and counterparties expect a local legal entity.

For a deeper analysis including cost comparisons, tax implications, and practical examples, read our guide on foreign company structures in Switzerland.

How Do You Choose the Right Company Type?

Selecting a legal form is not a one-dimensional decision. It depends on the interplay of several factors: your risk tolerance, capital availability, number of founders, growth plans, and tax situation. The following decision framework walks you through the key questions.

Step 1: How many founders?

• One founder: Sole proprietorship, GmbH, or AG. If you want limited liability, the GmbH is the standard choice.
• Two or more founders: GmbH, AG, general partnership, or limited partnership. Partnerships make sense only if partners accept personal liability.

Step 2: Do you need limited liability?

• Yes: GmbH or AG. Both fully shield personal assets from business creditors.
• No: Sole proprietorship or general partnership. Lower cost, but unlimited personal exposure.

Step 3: How much capital can you contribute?

• Under CHF 20,000: Sole proprietorship or partnership (no minimum). Alternatively, consider a GmbH with a capital contribution in kind (Sacheinlage) if you have assets to contribute instead of cash.
• CHF 20,000 - 100,000: GmbH.
• Over CHF 100,000: AG or GmbH (the GmbH has no upper capital limit).

Step 4: Do you need external investors?

• Not now, maybe later: Start with a GmbH. Convert to an AG when investor requirements demand it.
• Yes, immediately: AG. Its share structure is more familiar to institutional investors, and share transfers are simpler.

Step 5: Is shareholder privacy important?

• Yes: AG. Shareholder names do not appear in the public register.
• No: GmbH. Transparency can be an advantage for building trust with Swiss business partners and banks.

Step 6: Are you a foreign company entering Switzerland?

• Short-term or project-based: Branch office.
• Long-term, full market entry: Subsidiary (GmbH or AG).

Our expert can help you evaluate your specific situation. If you want a personalised recommendation, get in touch for a free, no-obligation assessment.

Tax Considerations

The choice of company type also has tax implications. Key points to bear in mind:

• Sole proprietorships and partnerships are taxed at the personal income tax level. Progressive rates apply, which can result in a higher effective rate at substantial profit levels.
• GmbH and AG are subject to corporate profit tax (federal: 8.5 per cent, cantonal: varies widely) and capital tax. Distributed dividends are then taxed again at the shareholder level, creating partial double taxation – though this is mitigated by the partial taxation method (Teilbesteuerung) for qualifying participations.
• Holding companies benefit from the participation deduction, effectively eliminating tax on qualifying dividend income and capital gains from participations.
• Cantonal differences can be dramatic. The effective combined tax rate (federal + cantonal + municipal) ranges from under 12 per cent in cantons such as Zug and Nidwalden to over 20 per cent in some high-tax cantons. See our cantonal comparison for current rates.

Registration and Ongoing Compliance

Regardless of which type you choose, most companies must register with the cantonal commercial register. The Federal Commercial Registry Office (EHRA) oversees the cantonal registers and ensures consistency. Once registered, your company appears in Zefix, the central index of Swiss company names, and is assigned a unique identification number (UID/CHE number).

Ongoing compliance obligations differ by company type but typically include:

• Annual financial statements (prepared in accordance with Swiss GAAP or, for larger companies, IFRS).
• Annual general meetings (for GmbH and AG).
• Tax returns (corporate and VAT, if applicable).
• Social security contributions for employees.
• Notification of changes (board members, address, capital) to the commercial register.

Our company registration guide provides a step-by-step walkthrough of the formation process, required documents, and expected costs for each company type.

Switzerland also recognises the cooperative (Genossenschaft, OR Art. 828-926), though it is rarely used for standard commercial ventures. Cooperatives are designed for mutual self-help organisations – agricultural cooperatives, housing cooperatives, and consumer cooperatives are the most common examples. They have no minimum capital, members have equal voting rights regardless of their contribution, and profit distribution is typically limited. Unless your business model is specifically cooperative in nature, one of the other forms discussed above will almost certainly be more appropriate.

Why You Can Trust This Guide

This guide is maintained by Florian Rosenberg, a Swiss corporate advisory specialist with over a decade of experience in fiduciary services and private banking. The information draws directly from the Swiss Code of Obligations, cantonal commercial register regulations, and official tax authority publications. Every fact, fee, and procedural step reflects current 2026 requirements. Where rates or rules differ by canton, we cite the specific source. Over 200 companies have been formed with Florian’s guidance.

Frequently Asked Questions

What is the most common type of company in Switzerland?

The GmbH (Gesellschaft mit beschraenkter Haftung) is by far the most popular legal form in Switzerland, accounting for roughly 45 per cent of all new incorporations. Its combination of limited liability, a relatively modest CHF 20,000 minimum share capital, and straightforward governance makes it the default choice for small and medium-sized enterprises, startups, and single-founder businesses alike.

Can a foreigner set up a company in Switzerland without living there?

Yes. Swiss law does not require shareholders to be resident in Switzerland. However, every GmbH must have at least one managing director who is resident in Switzerland, and every AG must have at least one board member domiciled in the country. Non-residents typically appoint a local nominee director or fiduciary to satisfy this requirement. Our guide to company formation for foreigners covers the full process.

What is the minimum capital required to start a business in Switzerland?

It depends on the legal form. A sole proprietorship and a general partnership require no minimum capital at all. A GmbH requires CHF 20,000 in share capital, fully paid up at incorporation. An AG requires CHF 100,000 in share capital, of which at least CHF 50,000 must be paid in at formation. Partnerships and associations likewise have no statutory capital floor.

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

For a GmbH or AG, the typical timeline from notarial deed to entry in the commercial register is two to four weeks. If all documents are prepared correctly and capital is deposited promptly, some cantons complete the registration in as little as ten business days. A sole proprietorship with annual revenue below CHF 100,000 does not need to register at all, though voluntary registration is possible and often advisable.

What is the difference between a branch office and a subsidiary in Switzerland?

A branch office (Zweigniederlassung) is not a separate legal entity; it is an extension of the foreign parent company, which remains fully liable for all obligations. A subsidiary is an independent Swiss legal entity, typically a GmbH or AG, owned by the foreign parent. The subsidiary limits the parent's liability to its invested capital and is taxed as a Swiss-resident company. Most international groups prefer subsidiaries for liability ring-fencing and local credibility.

Do I need an auditor for my Swiss company?

Companies with fewer than ten full-time employees may opt out of a statutory audit (so-called opting-out), provided all shareholders consent. This applies to both the GmbH and the AG. Companies that exceed two of the following three thresholds in two consecutive years must undergo an ordinary audit: CHF 20 million in total assets, CHF 40 million in revenue, or 250 full-time employees. All other companies subject to audit receive a limited audit.

What are the ongoing annual costs of running a Swiss GmbH or AG?

Annual running costs for a small GmbH or AG typically range from CHF 2,000 to CHF 8,000. This includes accounting and bookkeeping (CHF 1,500-4,000 per year for a simple single-person company), corporate tax return preparation (CHF 500-2,000), and any auditor fees if not using opting-out. Companies registered for VAT add quarterly VAT return preparation costs. Larger companies or those with complex structures face higher costs. Canton-specific capital tax (typically 0.1-0.5 per cent of taxable equity) and federal profit tax come on top of advisory fees.

Can a single person own and manage a Swiss GmbH?

Yes. Swiss law permits a GmbH with one shareholder who also acts as the sole managing director. The sole shareholder holds 100 per cent of the CHF 20,000 share capital. The managing director must be resident in Switzerland under OR Art. 814, so if the owner lives abroad, a resident nominee director must be appointed alongside them. Many single-founder businesses operate as one-person GmbHs; the structure provides limited liability that a sole proprietorship does not.

What taxes does a Swiss company pay?

A GmbH or AG pays three layers of profit tax: federal profit tax at 8.5 per cent of net profit, cantonal profit tax (rates vary, roughly 3-12 per cent depending on the canton), and municipal surcharges. The combined effective rate ranges from under 12 per cent in low-tax cantons such as Zug and Nidwalden to over 20 per cent in high-tax cantons. Companies also pay cantonal capital tax, typically 0.1-0.5 per cent of taxable equity per year. VAT applies at 8.1 per cent on taxable turnover once the CHF 100,000 registration threshold is exceeded.

Is it possible to convert a sole proprietorship into a GmbH?

Yes. A sole proprietor can transfer their business to a newly formed GmbH as a contribution in kind (Sacheinlage). The business assets and liabilities are transferred at their book value or agreed fair value. The GmbH issues shares to the former sole proprietor in return. This conversion is tax-neutral if the business is transferred with its existing book values, but the sole proprietor's unlimited personal liability is replaced by limited liability from the date the GmbH is registered. The process typically takes four to six weeks, including notarisation and commercial register entry.