Documents Required for Swiss Company Registration

Which Documents Do You Need?

A GmbH or AG formation requires 8 to 10 documents — from the articles of association and notarial deed to the capital deposit confirmation and stampa declaration — all submitted together to the cantonal commercial register. A sole proprietorship requires only a registration form and proof of identity. The requirements are defined by the Swiss Code of Obligations (Obligationenrecht, OR) and the Commercial Register Ordinance (Handelsregisterverordnung, HRegV). A sole proprietorship requires only a registration form and proof of identity. Missing a single document means the register returns your entire application, adding one to two weeks to the registration timeline.

The sections below cover each document in detail, including what it must contain, who prepares it, and the legal basis for the requirement. At the end, a summary checklist table shows which documents apply to each company type.

For the broader registration process and how these documents fit into it, see our step-by-step company registration guide. For a summary of the legal requirements that govern formation documents, naming rules, and notary obligations, see our dedicated guide.

How Accurate Is This Checklist?

Every document listed here is required by the Swiss Code of Obligations (OR Art. 629, 773–777 for GmbH/AG formations) and the Commercial Register Ordinance (HRegV Art. 43–62). The mandatory content requirements for each document reference the specific OR article that prescribes them. The additional requirements for foreign founders are verified against the Hague Apostille Convention member list and Swiss cantonal practice directives. This checklist has been tested against actual register submissions in Zurich, Zug, Bern, Geneva, and Basel-Stadt — the five cantons that process the majority of new formations.

What Must the Articles of Association Contain?

The articles of association (Statuten) are the constitutional document of a GmbH or AG. They define the company’s legal framework and govern the relationship between shareholders, the company, and its management.

Mandatory content for a GmbH (OR Art. 776)

The articles must include:

• Company name — including the “GmbH” or “Gesellschaft mit beschränkter Haftung” designation
• Registered office — the municipality (Gemeinde) where the company is domiciled
• Purpose — a description of the company’s business activities, broad enough to allow flexibility but specific enough to satisfy the register
• Share capital amount — minimum CHF 20,000 — and the nominal value of each quota (Stammanteil)
• Names and quota contributions of each quota holder — unlike the AG, the GmbH articles must list individual shareholders
• Form of company communications — typically publication in the SHAB

Mandatory content for an AG (OR Art. 626)

The AG articles require:

• Company name with “AG” or “Aktiengesellschaft” designation
• Registered office (municipality)
• Purpose
• Share capital — minimum CHF 100,000 — number of shares, and nominal value per share
• Form of company communications
• Form of shares — registered (Namenaktien) or bearer (Inhaberaktien), though bearer shares now require intermediated securities

Optional but recommended provisions

Beyond the legal minimum, well-drafted articles commonly include:

• Transfer restrictions — pre-emption rights for existing shareholders, board approval requirements
• Non-competition clauses for shareholders or directors
• Tag-along and drag-along rights — relevant when multiple founders are involved
• Supplementary capital contributions (Nachschusspflicht) — for a GmbH, capped at the nominal value of each quota unless the articles specify otherwise (OR Art. 795)
• Organisational provisions — quorum requirements, voting thresholds for specific decisions

The articles must be drafted in an official Swiss language (German, French, or Italian). English-language articles are not accepted by the commercial register. Most founders have the articles drafted by their fiduciary or lawyer. Template articles are available from cantonal register offices, but these cover only the mandatory minimum and should be adapted to the company’s specific needs.

What Is the Notarial Deed of Incorporation?

The formation deed (Errichtungsakt) is a separate document from the articles of association, prepared and authenticated by a Swiss notary. It records the founders’ formal act of establishing the company.

What the formation deed must contain

For a GmbH (OR Art. 777) and an AG (OR Art. 629), the notarial deed records:

1. The founders’ declaration to form the company
2. Formal adoption of the articles of association
3. Confirmation that the share capital has been fully subscribed and paid in (or the required portion for an AG)
4. Appointment of the managing directors (GmbH) or board of directors (AG)
5. Appointment of the auditor, or a declaration that the company opts out of an audit
6. Confirmation of capital contributions — cash or in kind

How the notarial process works

The notary reads the formation deed aloud to the founders, verifies their identities using passport or Swiss ID, confirms the bank’s capital deposit letter, and obtains signatures on all declarations. The notary then issues certified copies of the deed and, in most cantons, submits the complete application package to the cantonal register on the founders’ behalf.

Notary fees for a GmbH at CHF 20,000 capital range from CHF 700 to CHF 1,500 depending on the canton. For an AG at CHF 100,000, expect CHF 1,500 to CHF 3,000. A detailed fee breakdown is available in our registration costs guide.

Sole proprietorships and partnerships do not require a notarial deed.

What Is the Declaration of Acceptance?

Every person appointed as a managing director (GmbH) or board member (AG) must sign a written declaration accepting the appointment. This document confirms that the individual:

• Accepts the position and its associated legal duties
• Is not subject to any professional ban (Berufsverbot) or relevant criminal conviction
• Meets the legal requirements for the role, including Swiss residence for at least one representative (OR Art. 814 para. 3 for GmbH, OR Art. 718 para. 4 for AG)

The declaration must include the full name, date of birth, nationality, and place of residence of each person appointed. Specimen signatures (Unterschriftsbeglaubigung) are also required for the commercial register, typically certified by the notary at the same appointment.

If a managing director or board member is not present at the notary appointment, the declaration of acceptance and specimen signature can be provided separately, either notarised locally or authenticated at a Swiss consulate.

What Is the Stampa Declaration and Why Is It Required?

The stampa declaration (Stampa-Erklaerung) is a mandatory formation document named after a 1936 Federal Supreme Court decision (BGE 62 I 59). Every founder must sign it, and the commercial register rejects any application without it.

What it declares

Each founder signs a statement confirming that:

• No assets, advantages, or special benefits have been granted to founders, board members, or other parties in connection with the company’s formation, beyond what is disclosed in the articles of association
• No agreements exist regarding capital contributions other than those specified in the formation documents

Why it matters

The stampa declaration prevents hidden deals during formation — for example, a founder receiving undisclosed shares, a board member receiving a secret fee, or assets being contributed at inflated valuations without disclosure. The commercial register office will reject any application that lacks this declaration.

The declaration is typically a single-page document, signed by all founders at the notary appointment.

What Is the Lex Friedrich Declaration?

The lex Friedrich declaration (Lex-Friedrich-Erklaerung) relates to the Federal Act on the Acquisition of Real Estate by Persons Abroad (Bundesgesetz ueber den Erwerb von Grundstuecken durch Personen im Ausland, BewG), commonly known as the Lex Koller.

What it declares

The founders confirm whether:

• The company will acquire real estate in Switzerland
• Any persons abroad (non-Swiss residents or non-Swiss nationals) hold a controlling interest in the company
• The formation requires authorisation under the BewG

When authorisation is needed

If a company controlled by foreign persons intends to acquire residential real estate in Switzerland, prior authorisation from the cantonal authority is required. Commercial real estate used for the company’s own business operations is generally exempt.

For most company formations, the lex Friedrich declaration is a straightforward statement that the company does not intend to acquire restricted real estate. This applies regardless of whether the founders are Swiss or foreign. The declaration is signed at the notary appointment alongside the stampa declaration.

What Must the Capital Deposit Confirmation Include?

The capital deposit confirmation (Kapitaleinzahlungsbestaetigung) is a letter issued by a Swiss bank confirming that the required share capital has been deposited into a blocked formation account (Kapitaleinzahlungskonto).

Requirements by structure

What the confirmation must state

The bank’s letter must confirm:

• The account holder (the company being formed, represented by the founders)
• The exact amount deposited
• That the funds are held in a blocked account pending commercial register entry
• The names of the depositors (each founder’s individual contribution)

Timing

Opening a capital deposit account takes three to five business days. The notary requires the original bank confirmation at the formation appointment, so this step must be completed before scheduling the notary. Many founders underestimate this lead time, causing avoidable delays.

The funds remain blocked until the commercial register confirms the company’s entry. After that, the bank releases the capital for business use. For the full process and costs, see our registration costs breakdown.

What Identification Documents Do Founders Need?

All founders must provide valid identification. The commercial register requires proof of identity for every person involved in the formation.

Swiss residents

• Valid Swiss ID card (Identitaetskarte) or Swiss passport
• For EU/EFTA nationals resident in Switzerland: national ID card or passport plus residence permit (B or C permit)

Foreign founders (non-resident)

• Valid passport — a certified copy is typically sufficient for the register, but the notary requires the original at the appointment
• If the founder cannot attend in person: a notarised passport copy, apostilled or legalised depending on the country of origin

Corporate founders

If a legal entity (rather than a natural person) is a founder, the following documents are required:

• Current extract from the commercial register (or equivalent) of the founding entity
• Board resolution authorising the formation and designating the representative
• Power of attorney for the representative, if applicable
• For foreign entities: apostille or legalisation of all corporate documents

All identification documents must be current. Expired passports or outdated register extracts will be rejected.

How Do You Prove Your Registered Office Address?

Every Swiss company must have a registered office (Sitz) at a physical address in the canton where it is being registered. The commercial register requires proof that the company has a legitimate presence at the declared address.

Accepted forms of proof

• Lease agreement (Mietvertrag) — a signed lease or sublease for commercial premises at the registered address
• Domicile confirmation (Domizilbestaetigung) — a letter from the landlord, property owner, or domicile service provider confirming that the company is authorised to use the address as its registered office
• Ownership documentation — if the founder owns the premises, a property extract (Grundbuchauszug) serves as proof

A residential address can serve as the registered office if the lease or ownership permits commercial use. Some cantons require an explicit confirmation from the landlord that business activity is permitted at the address.

Virtual office or domicile services are widely used, particularly by founders who do not yet have permanent premises. These providers supply a registered address, mail handling, and the domicile confirmation letter required by the register. Monthly costs range from CHF 100 to 500 depending on the canton and service level.

Do You Need an Auditor or Can You Opt Out?

Swiss law requires every GmbH and AG to appoint a licensed auditor (Revisionsstelle) unless the company qualifies for and elects the opting-out (Verzicht auf die eingeschraenkte Revision).

When opting out is permitted

A company may opt out of the limited statutory audit if it does not exceed two of the following three thresholds in two consecutive financial years (OR Art. 727a para. 2):

• Balance sheet total: CHF 20 million
• Revenue: CHF 40 million
• Full-time employees: 250

Virtually all newly formed companies qualify. The opting-out requires the unanimous written consent of all shareholders (quota holders for a GmbH, shareholders for an AG). This consent is documented either in the formation deed or as a separate declaration submitted with the registration application.

If you do not opt out

If the company elects to appoint an auditor, the auditor must be a licensed audit firm or licensed individual auditor. The appointment is recorded in the formation deed and registered with the commercial register. Annual audit costs for a small company range from CHF 3,000 to CHF 10,000.

Practical recommendation

For a newly formed GmbH or AG with fewer than ten employees, opting out is the standard approach. It eliminates a significant recurring cost and simplifies annual compliance. If circumstances change and an audit becomes mandatory, the company can appoint an auditor and register the change at any time.

When Is a Power of Attorney Needed?

If a founder cannot attend the notary appointment in person, they may appoint a representative through a power of attorney (Vollmacht).

Requirements for a valid power of attorney

• Written form — the power of attorney must be in writing and signed by the absent founder
• Notarisation — the signature must be notarised in the founder’s country of residence
• Apostille or legalisation — for countries party to the Hague Apostille Convention, an apostille is sufficient; for other countries, full consular legalisation through the Swiss embassy is required
• Scope — the power of attorney must explicitly authorise the representative to sign the formation deed, adopt the articles of association, and execute all related declarations on behalf of the founder

Who can serve as representative

Any natural person can act as representative. In practice, the fiduciary handling the formation, a Swiss lawyer, or another founder typically fills this role. The representative must present the original power of attorney at the notary appointment.

A general power of attorney (Generalvollmacht) is not sufficient. The document must specifically reference the company formation and the actions the representative is authorised to take.

What Extra Documents Do Foreign Founders Need?

Foreign founders face additional documentation requirements beyond the standard checklist. These requirements vary depending on the founder’s country of origin and whether they are natural persons or legal entities.

Apostille and legalisation

• Hague Convention countries — passport copies, powers of attorney, and corporate documents require an apostille from the competent authority in the issuing country. Most European, North American, and many Asian countries are members.
• Non-Hague countries — documents must undergo full consular legalisation, which involves certification by the foreign ministry of the issuing country followed by authentication at the Swiss embassy or consulate. This process can take two to four weeks.

Certified translations

The commercial register accepts documents in German, French, Italian, and (in some cantons) English. Documents in any other language must be accompanied by a certified translation prepared by a sworn translator (beeidigte Uebersetzerin / beeidigter Uebersetzer). The translation must be of the complete document, not a summary.

Residence and work permits

Foreign founders who will serve as managing directors or board members and reside in Switzerland need a valid work and residence permit. EU/EFTA nationals benefit from the Agreement on the Free Movement of Persons and can typically obtain a B permit through a notification procedure. Third-country nationals require a work permit approved by the cantonal labour market authority (Arbeitsmarktbehoerde), which involves a more complex application.

The residence requirement for at least one company representative (OR Art. 814 para. 3 for GmbH, OR Art. 718 para. 4 for AG) is a registration prerequisite. The commercial register will not accept the application until this condition is met.

Corporate founders from abroad

If a foreign legal entity is founding or co-founding the Swiss company:

• A current commercial register extract (or equivalent certificate of incorporation) from the entity’s home jurisdiction is required
• A board resolution authorising the formation, certified and apostilled/legalised
• Power of attorney for the designated representative, certified and apostilled/legalised
• If the entity is from a jurisdiction without a public company register, alternative proof of legal existence may be accepted at the register’s discretion

Which Documents Apply to Each Company Type?

The table below summarises which documents are required for each of the three most common structures. Use it as a preparation checklist before engaging a notary or fiduciary.

A sole proprietorship registration requires only the application form, proof of identity, and a registered office address. No notary, no capital deposit, and no declarations are needed. The commercial register fee is CHF 120 to 240, and the sole proprietor can submit the application directly.

For the costs associated with preparing and filing these documents, see our detailed cost breakdown. For how long the process takes once all documents are ready, see the registration timeline.

Frequently Asked Questions

What documents do I need to register a GmbH in Switzerland?

To register a GmbH you need: articles of association (Statuten), a notarial deed of incorporation (Errichtungsakt), a capital deposit confirmation from a Swiss bank for the CHF 20,000 minimum share capital, passport or ID copies for all founders, a stampa declaration, a lex Friedrich declaration, proof of the registered office address, a declaration of acceptance by the managing directors, and either an auditor election or an opting-out declaration signed by all quota holders.

Do company registration documents need to be notarised in Switzerland?

For a GmbH or AG, yes. Swiss law requires the formation deed and articles of association to be publicly authenticated by a notary (OR Art. 777 for GmbH, OR Art. 629 for AG). The notary verifies founder identities, confirms the capital deposit, and certifies all formation documents before submission to the commercial register. Sole proprietorships do not require notarisation.

Do foreign founders need apostilled documents for Swiss company registration?

Foreign founders must provide certified passport copies. If the country of origin is a member of the Hague Apostille Convention, identity documents and corporate documents require an apostille. For countries outside the Convention, full consular legalisation is necessary. Documents not in German, French, Italian, or English typically require a certified translation by a sworn translator.

Can I register a Swiss company without being physically present?

Yes. A founder who cannot attend the notary appointment in person can grant a power of attorney (Vollmacht) to a representative. The power of attorney must be notarised in the founder's country of residence, apostilled or legalised as applicable, and presented to the Swiss notary at the formation appointment. The representative then signs all formation documents on the absent founder's behalf.

What is the stampa declaration and why is it required?

The stampa declaration (Stampa-Erklärung) is a mandatory formation document derived from a 1936 Federal Supreme Court ruling (BGE 62 I 59). Each founder signs a statement confirming that no assets, advantages, or special benefits have been promised to any party in connection with the formation beyond what is disclosed in the articles of association. It prevents hidden deals during formation — such as undisclosed share grants or inflated in-kind contributions. The commercial register will reject any application that lacks a properly executed stampa declaration.

What is the lex Friedrich declaration in Swiss company formation?

The lex Friedrich declaration relates to the Federal Act on the Acquisition of Real Estate by Persons Abroad (BewG, also known as Lex Koller). Founders confirm whether the company intends to acquire real estate and whether persons abroad hold a controlling interest. If a foreign-controlled company intends to acquire residential real estate in Switzerland, prior cantonal authorisation is required. For most commercial formations, the declaration is a straightforward statement that the company will not acquire restricted property. It is signed at the notary appointment alongside the stampa declaration.

What languages are accepted for Swiss commercial register documents?

The commercial register accepts documents in German, French, and Italian — Switzerland's three official written languages. Some cantonal registers also accept English, particularly in Zurich and Geneva, but this varies by office. Documents in any other language must be accompanied by a certified translation prepared by a sworn translator. The articles of association must be in an official Swiss language; English-language articles are not accepted. If founders communicate in English, the fiduciary or notary typically prepares the German or French version.

How long is the bank's capital deposit confirmation valid?

A capital deposit confirmation (Kapitaleinzahlungsbestätigung) does not have a statutory expiry date, but in practice most Swiss banks issue confirmations valid for 30 to 60 days. The notary requires the confirmation to be current at the time of the formation appointment. If the notary appointment is delayed beyond the bank's validity period, you may need to request a refreshed confirmation. To avoid this, schedule the notary appointment within two to three weeks of receiving the bank's letter.

Can a foreign company act as the sole founder of a Swiss GmbH or AG?

Yes. A foreign legal entity can be the sole founder or a co-founder of a Swiss GmbH or AG. The requirements are the same as for a natural person: a current commercial register extract (or equivalent certificate of incorporation), a board resolution authorising the formation and designating a representative, and an apostille or legalisation of all corporate documents. The foreign entity's representative must attend the notary appointment or provide a notarised power of attorney. At least one managing director or board member of the new Swiss company must be resident in Switzerland.

Do I need to file the articles of association with Swiss tax authorities?

No. The articles of association are filed with the cantonal commercial register, not with the tax authorities. However, once the company is registered, the cantonal tax office receives notification from the commercial register and will contact the company to initiate tax registration. You do not need to submit the articles to the cantonal tax office separately. VAT registration with the Federal Tax Administration (ESTV) requires a separate application but also does not require the articles as part of the standard submission.