Three areas of law govern Swiss company registration: the Swiss Code of Obligations (Obligationenrecht, OR), the Commercial Register Ordinance (Handelsregisterverordnung, HRegV), and cantonal procedural rules for notarisation and register submission.

The requirements differ by legal structure. A GmbH or AG formation involves a more rigorous process than a sole proprietorship because limited liability structures carry a higher regulatory burden. The logic is straightforward: when shareholders’ personal assets are protected by a corporate veil, the law imposes stricter formation requirements to protect creditors and the public.

At a high level, the legal requirements fall into three categories:

  1. Formation documents — the prescribed set of legal documents that must be prepared and submitted to the commercial register
  2. Notarial authentication — the public deed requirement for GmbH and AG formations
  3. Company naming rules — the federal naming requirements enforced by the EHRA

Each of these categories has a dedicated guide on this site. This page introduces all three and shows how they fit together in the company registration process.

The requirements described here are drawn directly from the Swiss Code of Obligations (OR Art. 620–763 for the AG, OR Art. 772–827 for the GmbH), the Commercial Register Ordinance (HRegV), and the EHRA’s published practice circulars. Compliance checklists reflect the actual rejection reasons documented in commercial register correspondence (Beanstandungen) from formations across Zurich, Zug, Bern, and Geneva. Foreign founder requirements are verified against the Hague Apostille Convention and cantonal register acceptance practice.

What Formation Documents Are Required?

The documents required for company registration are defined by the Code of Obligations and the Commercial Register Ordinance. The exact set depends on the legal structure.

GmbH and AG: 8 to 10 documents

A GmbH or AG formation requires:

  • Articles of association (Statuten) — the company’s constitutional document, covering the mandatory elements prescribed by OR Art. 776 (GmbH) or OR Art. 626 (AG)
  • Notarial deed of incorporation (Errichtungsakt) — the formation deed authenticated by a Swiss notary
  • Capital deposit confirmation — a bank letter confirming that the required share capital has been deposited into a blocked account
  • Stampa declaration — confirming no undisclosed benefits have been granted in connection with the formation
  • Lex Friedrich declaration — confirming compliance with foreign real estate acquisition rules
  • Declaration of acceptance by managing directors (GmbH) or board members (AG)
  • Founder identification documents — passport or Swiss ID for all founders
  • Registered office confirmation — proof of a legitimate physical address in the canton
  • Auditor election or opting-out declaration — either appointing a licensed auditor or unanimously opting out

Additional documents apply for foreign founders (apostilled documents, certified translations), corporate founders (board resolutions, commercial register extracts), and formations with in-kind capital contributions (valuation reports).

Sole proprietorship: 3 documents

A sole proprietorship requires only the registration application form, proof of identity, and a registered office address. No notarial deed, no capital deposit, and no declarations are needed.

Missing a single document means the register returns the entire application, adding one to two weeks to the timeline. For the complete checklist with legal references and detailed content requirements for each document, see the formation documents guide.

When Is Notarial Authentication Required?

Swiss law requires a public deed (oeffentliche Beurkundung) for the formation of every GmbH (OR Art. 777) and AG (OR Art. 629). This is the highest form of legal authentication in Swiss law and cannot be waived.

What the notary does

The notary performs five core functions during a company formation:

  1. Authenticates the articles of association — reads and verifies mandatory content
  2. Verifies founder identities — checks passports or Swiss IDs in original
  3. Confirms the capital deposit — examines the bank’s confirmation letter
  4. Records statutory declarations — stampa and lex Friedrich declarations
  5. Submits to the commercial register — in most cantons, the notary files the application

Cantonal differences

Switzerland operates two notarial systems. In cantons with a private notariat (Geneva, Vaud, Bern, Basel-Stadt, and others), notaries are independent professionals in private practice. In cantons with a state notariat (Zurich, Zug, Schwyz, Lucerne, and others), notarial functions are performed by public officials.

Both systems produce legally equivalent public deeds. The practical differences lie in scheduling flexibility, fee competition, and specialisation. In private notariat cantons, founders can choose among multiple notaries and negotiate scheduling. In state notariat cantons, the process follows the assigned district office’s calendar.

Structures exempt from notarisation

Sole proprietorships, general partnerships, and limited partnerships do not require a notarial deed. They proceed directly to the commercial register with a written application.

For a full guide covering the notary appointment step by step, cantonal fee comparisons, and cross-cantonal notarisation rules, see the notary requirements guide.

What Are the Company Naming Rules?

Every company name registered in Switzerland must satisfy three requirements under Articles 944–956 of the Code of Obligations:

  1. Include the correct legal form suffix. GmbH, Sàrl, or Sagl for an LLC; AG or SA for a corporation. The suffix language does not need to match the canton of registration.

  2. Be distinguishable from all other names in the commercial register — nationwide, not just within the registration canton. The check includes names that are confusingly similar, not only identical names.

  3. Not be misleading about the nature, scope, or geographical reach of the business. Industry-specific terms like “Bank” or “Versicherung” are restricted to licensed entities.

Name availability check

Zefix is the official tool for verifying name availability across all 26 cantonal registers. For borderline cases, the EHRA offers an informal preliminary name assessment through the cantonal register office.

No name reservation

Switzerland does not offer a formal name reservation system. The name is secured only when the cantonal register accepts the application. This means documentation should be prepared in parallel with the name check to minimise the gap between verification and submission.

Sole proprietorship naming

Under OR Art. 945, a sole proprietorship must include the owner’s surname. Additional descriptive or fantasy elements may be added, but the surname is mandatory.

For the full naming rules including prohibited elements, language options, the EHRA assessment process, and the procedure for changing a company name after registration, see the company name rules guide.

What Are the Minimum Capital Requirements?

Swiss law prescribes minimum share capital for limited liability structures — CHF 20,000 for a GmbH (fully paid in) and CHF 100,000 for an AG (at least CHF 50,000 paid in). The capital must be deposited before the notary appointment and confirmed by a bank letter.

Structure Minimum Capital Paid-in Requirement Legal Basis
GmbH CHF 20,000 100% at formation OR Art. 773
AG CHF 100,000 Min. CHF 50,000 (or 20% per share, whichever is higher) OR Art. 621, 632
Sole proprietorship None N/A —
General partnership None N/A —

The share capital is not an expense — it belongs to the company. Once the commercial register confirms the entry, the bank unblocks the capital deposit account and the funds are available for business operations.

In-kind contributions (assets instead of cash) are permitted but add complexity and cost. A qualified formation report and independent valuation are required, and auditor involvement is often necessary. Cash contributions are simpler, faster, and cheaper.

What Are the Registered Office and Residency Requirements?

Every Swiss company must satisfy two related requirements: a registered office address and a Swiss-resident representative.

Registered office

The company must have a physical registered office (Sitz) in the canton where it is registered. The commercial register requires proof in the form of a lease agreement, landlord confirmation, or domicile service agreement. A residential address can serve as the registered office if the lease permits commercial use.

Swiss-resident representative

At least one managing director (GmbH, OR Art. 814 para. 3) or board member (AG, OR Art. 718 para. 4) must be domiciled in Switzerland. This requirement is a registration prerequisite — the commercial register will not process the application without it.

For companies with no Swiss-resident founders, a nominee director service can fulfil this requirement at an annual cost of CHF 3,000 to 8,000.

How Do Requirements Differ by Company Type?

The table below summarises which legal requirements apply to each of the three most common structures.

Requirement GmbH AG Sole Proprietorship
Articles of association Required Required N/A
Notarial deed Required Required N/A
Capital deposit confirmation Required (CHF 20,000) Required (min. CHF 50,000) N/A
Stampa declaration Required Required N/A
Lex Friedrich declaration Required Required N/A
Swiss-resident director/board member Required Required N/A
Registered office confirmation Required Required Required
Founder identification Required Required Required
Auditor election or opting-out Required Required N/A
Company name with legal form suffix Required (GmbH/Sàrl/Sagl) Required (AG/SA) N/A (surname required)

A sole proprietorship has the fewest legal requirements: proof of identity, a registered office, and a registration application. This simplicity is the trade-off for unlimited personal liability.

For a full comparison of all structures, see the guide to company types in Switzerland.

What Additional Requirements Apply to Foreign Founders?

Foreign nationals can freely found and own Swiss companies — there are no nationality restrictions on GmbH or AG ownership. There are no nationality restrictions on GmbH or AG ownership. However, several additional legal requirements apply.

Identity documents. Foreign founders must provide passport copies. For Hague Convention countries, documents require an apostille. For non-Convention countries, full consular legalisation is necessary.

Certified translations. The commercial register accepts documents in German, French, Italian, and (in some cantons) English. Documents in other languages require a certified translation by a sworn translator.

Swiss-resident representative. The requirement for at least one Swiss-domiciled managing director or board member applies regardless of the founders’ nationality. Foreign-owned companies without a Swiss-resident founder must appoint a nominee director or arrange for a founder to establish Swiss residency.

Power of attorney. Founders who cannot attend the notary appointment in person may appoint a representative through a notarised, apostilled power of attorney. The representative attends the appointment and signs all formation documents on the absent founder’s behalf.

For a complete guide to company formation as a foreign national, see the guide for foreigners.

What Are the Most Common Compliance Failures?

Based on typical formation engagements, these are the most frequent reasons cantonal registers return applications.

Incorrect or missing purpose clause. The purpose must be specific enough to describe the business activities but broad enough to allow operational flexibility. Overly vague purposes (e.g., “all kinds of business activities”) and overly narrow purposes both create problems.

Non-compliant company name. The name is too similar to an existing entry, lacks the legal form suffix, or contains a restricted term without the necessary licence.

Missing or incorrectly executed stampa declaration. Every founder must sign the stampa declaration. If one founder is absent and their representative does not have proper authority, the register rejects the application.

Incomplete capital deposit confirmation. The bank letter must confirm the exact amount, the account holder, and that the funds are blocked pending register entry. Letters that omit any of these elements are rejected.

No Swiss-resident director. The application proceeds with all documents in order but lists no managing director or board member domiciled in Switzerland. The register returns it immediately.

Each rejection adds one to two weeks to the timeline. Working with a fiduciary or lawyer experienced in Swiss company formations prevents virtually all of these errors. The professional fee of CHF 1,500 to 3,000 pays for itself by avoiding a single round of corrections.

For more on formation costs and how to minimise them, see the cost and timeline overview.

Frequently Asked Questions

The core legal requirements are: a set of prescribed formation documents (articles of association, stampa declaration, lex Friedrich declaration, capital deposit confirmation, and founder identification), notarial authentication of the formation deed for a GmbH or AG, a company name that satisfies Swiss naming rules and is unique across all 26 cantons, minimum share capital (CHF 20,000 for GmbH, CHF 100,000 for AG), a registered office with a physical address in the canton of registration, and at least one director or board member domiciled in Switzerland.

Do I need a notary to register a company in Switzerland?

For a GmbH or AG, yes. Swiss law requires the formation deed to be executed as a public deed (oeffentliche Beurkundung) authenticated by a notary. The notary verifies founder identities, confirms the capital deposit, and certifies the articles of association. Sole proprietorships and partnerships do not require notarisation — they can be registered through a simple written application to the cantonal commercial register.

Can a foreigner register a company in Switzerland?

Yes. There is no nationality restriction on founding a Swiss GmbH or AG. However, at least one managing director (GmbH) or board member (AG) must be domiciled in Switzerland. Foreign founders face additional documentation requirements including apostilled or legalised identity documents, certified translations of non-official-language documents, and potentially a power of attorney if they cannot attend the notary appointment in person.

The cantonal commercial register returns the application with a list of corrections (Beanstandungen). Common deficiencies include missing signatures, a non-compliant purpose clause, an incorrectly drafted stampa declaration, or a company name that is too similar to an existing entry. Each round of corrections adds one to two weeks to the registration timeline. Working with an experienced fiduciary or lawyer eliminates most compliance failures at the documentation stage.

What is the Swiss resident requirement for a GmbH or AG?

At least one person authorised to represent the company — a managing director for a GmbH or a board member for an AG — must be domiciled in Switzerland. This requirement is established in OR Art. 814 para. 3 (GmbH) and OR Art. 718 para. 4 (AG). 'Domiciled' means legally resident in Switzerland with a valid residence permit. A tourist visa or temporary stay does not satisfy the requirement. Non-resident founders commonly use a nominee director service to meet this obligation.

Can a GmbH or AG have a single founder?

Yes. Both a GmbH and an AG can be formed by a single natural person or a single legal entity. There is no minimum number of founders or shareholders. A sole founder holds 100% of the share capital. The company can also be managed by the same person who founded it, provided they are domiciled in Switzerland (or appoint a resident co-director). A single-founder, single-director GmbH with CHF 20,000 capital is the most common structure for consultants and solo entrepreneurs in Switzerland.

What is the difference between the company's purpose clause and its actual business activities?

The purpose clause in the articles of association defines the legally permitted scope of the company's business. Any activity falling outside the purpose clause is technically not authorised and could be challenged by shareholders. The purpose should be broad enough to cover current and future activities. A common approach is to use a general formulation such as 'the company may engage in all commercial, financial, and other activities in Switzerland and abroad' plus a specific description of the core business. The register reviews purpose clauses for legality and clarity.

Are there restrictions on what business activities a Swiss company can conduct?

Most commercial activities are unrestricted. However, certain sectors require licences or approvals before or alongside registration. Banks and securities dealers must be licensed by FINMA. Insurance companies require FINMA approval. Regulated professions (lawyers, auditors, doctors) require professional registration in the relevant canton. Activities classified as restricted by the Federal Council — such as weapon manufacture or specific financial services — need prior authorisation. For most standard commercial, consulting, or technology businesses, no sector-specific approval is needed beyond the commercial register entry.

What is the purpose of the opting-out declaration in Swiss company formation?

The opting-out declaration is a written statement signed by all shareholders at formation, waiving the right to a limited statutory audit (eingeschränkte Revision) under OR Art. 727a para. 2. It is available to companies that employ fewer than ten full-time employees and do not exceed two of three financial thresholds: CHF 20 million balance sheet, CHF 40 million revenue, or 250 employees. For newly formed small companies, opting out is almost always the right choice — it eliminates an annual audit cost of CHF 3,000 to 10,000 with no meaningful compliance disadvantage.

How does the registered office requirement affect where a Swiss company can operate?

The registered office (Sitz) determines the canton of registration, the applicable cantonal tax law, and which cantonal commercial register has jurisdiction. It does not restrict where the company can conduct business. A company registered in Zug can operate offices and serve clients throughout Switzerland and internationally. However, the registered office must be a genuine, physical address — not merely a forwarding address — and the company must have some actual connection to that location, such as a lease agreement or a domicile service arrangement.