How to Register a Company in Switzerland: Step-by-Step

How Company Registration Works in Switzerland

Company registration in Switzerland follows a structured, legally defined process governed by the Swiss Code of Obligations (Obligationenrecht, OR) and the Commercial Register Ordinance (Handelsregisterverordnung, HRegV). Every company that operates commercially must be entered in the commercial register of the canton where its registered office is located.

The process applies to all legal structures — GmbH, AG, sole proprietorship, partnership — but the specific requirements, costs, and timelines vary by type. A GmbH or AG formation involves a notarial deed, capital deposit, and formal application to the cantonal register. A sole proprietorship with annual revenue exceeding CHF 100,000 must register but does not require a notary or minimum capital.

The Federal Commercial Registry Office (Eidgenössisches Amt für das Handelsregister, EHRA) oversees all 26 cantonal registers and ensures consistency across the system. Once a company is entered, the registration is published in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt, SHAB/SOGC), making it publicly accessible through the Zefix central index.

Here is the process from start to finish, in eight steps.

Step 1: Choose Your Legal Structure

Your choice of legal structure determines every subsequent step — capital requirements, liability exposure, tax treatment, and the complexity of the registration process itself.

The four most common structures for new businesses in Switzerland:

The GmbH accounts for roughly 70% of all new company registrations. It offers limited liability, a manageable CHF 20,000 capital requirement, and a relatively straightforward formation process. The AG is the standard choice for companies that plan to raise external capital or prefer anonymous share ownership.

For a detailed comparison of all available legal forms, see our guide to Swiss company types.

Key decision factors:

• Capital available. CHF 20,000 for a GmbH, CHF 100,000 for an AG (of which CHF 50,000 must be paid in). If neither is feasible, a sole proprietorship requires no capital.
• Liability tolerance. GmbH and AG shareholders are liable only up to their capital contribution. Sole proprietors and general partners are personally liable with all their assets.
• Number of founders. A GmbH or AG can be formed by a single founder. A general partnership requires at least two.
• Future plans. If you expect to bring in investors, an AG provides more flexible share transfer. If the company will stay small, a GmbH is simpler and cheaper to maintain.

Step 2: Reserve Your Company Name

Before preparing any formation documents, check that your chosen company name is available. Swiss law requires every company name to be distinguishable from all other names already registered in the same canton (OR Art. 951).

How to check availability:

1. Search the Zefix central index — this covers all 26 cantonal registers.
2. Search the specific cantonal register where you plan to register.
3. If in doubt, request a preliminary name check from the EHRA via your cantonal register office.

Naming rules you must follow:

• The company name must include the legal form designation: “GmbH” or “Gesellschaft mit beschränkter Haftung” for an LLC, “AG” or “Aktiengesellschaft” for a corporation.
• Sole proprietorships must include the founder’s surname.
• The name must not be misleading about the nature, scope, or geographical reach of the business.
• Canton names and “Swiss/Schweizer” in the company name are permitted but may attract additional scrutiny from the EHRA.
• Names that are purely descriptive (e.g., “Consulting AG”) risk rejection — add a distinctive element.

For a deeper look at what the EHRA accepts and rejects, see our guide on Swiss company name rules.

Switzerland does not offer a formal name reservation system. The name is confirmed only when the commercial register accepts your application. The practical window between your Zefix check and the submission should be as short as possible.

Step 3: Prepare the Formation Documents

Once you have settled on a structure and a name, the next step is to draft the formation documents. For a GmbH or AG, the following documents are required:

Articles of association (Statuten)

This is the company’s constitutional document. It must include (OR Art. 776 for GmbH, OR Art. 626 for AG):

• Company name and registered office (municipality)
• Purpose of the company
• Amount of share capital and the denomination of individual shares
• The form of company communications (typically publication in SHAB)
• For a GmbH: the names and capital contributions of each quota holder

The articles can include optional provisions — restrictions on share transfer, non-competition clauses, tag-along and drag-along rights, supplementary capital contributions (Nachschusspflicht) — but the mandatory content above is the legal minimum.

Formation deed (Errichtungsakt)

This is a separate notarial document that records:

• The decision to form the company
• Adoption of the articles of association
• Appointment of the board of directors (AG) or managing directors (GmbH)
• Appointment of the auditor (if required — see below)
• Confirmation of capital contributions

Supplementary declarations

• Stampa declaration — a written confirmation by each founder that no assets or benefits outside the articles of association have been promised in connection with the formation.
• Lex Friedrich declaration — confirms whether the company will acquire real estate and whether foreign ownership rules under the Federal Act on the Acquisition of Real Estate by Persons Abroad (BewG) apply.

Opting out of an audit (small companies)

If your company does not exceed two of three thresholds (balance sheet total CHF 20 million, revenue CHF 40 million, 250 full-time employees), it can apply for an opting-out from a full audit. All shareholders must consent. This is the standard approach for newly formed companies.

For the full document checklist, see our formation documents guide.

Step 4: Execute the Notarial Deed

For a GmbH or AG, the formation deed must be publicly authenticated by a Swiss notary (öffentliche Beurkundung). This is a legal requirement under OR Art. 777 (GmbH) and OR Art. 629 (AG).

What happens at the notary appointment:

1. The notary verifies the identity of all founders (passport or Swiss ID required).
2. The founders formally adopt the articles of association.
3. The notary confirms the capital deposit (the bank confirmation letter must be presented).
4. The board of directors or managing directors are appointed.
5. The founders sign the stampa and lex Friedrich declarations.
6. The notary authenticates the formation deed and issues certified copies.

Notary costs vary by canton and by the share capital amount. Typical ranges:

• GmbH (CHF 20,000 capital): CHF 800 to 1,500
• AG (CHF 100,000 capital): CHF 1,500 to 3,000
• Higher capital amounts increase the fee proportionally

Some cantons (notably Zurich) use a tariff system based on the transaction value; others (such as Geneva) have more flexible fee structures. The notary will provide a binding quote in advance.

Sole proprietorships and general partnerships skip this step entirely — no notarisation is required for their formation.

For more on what to expect, see our notary requirements guide.

Step 5: Deposit Share Capital

Before the notarial deed can be executed, the founders must deposit the required share capital into a blocked bank account (Kapitaleinzahlungskonto) opened specifically for the company being formed. The bank issues a capital deposit confirmation (Kapitaleinzahlungsbestätigung), which the notary needs at the appointment.

Capital requirements by structure:

Contributions in kind (Sacheinlage) are permitted as an alternative to cash. If founders contribute assets (intellectual property, equipment, real property) instead of cash, the formation requires an auditor-verified in-kind contribution report (Sacheinlagebericht). This adds complexity and cost.

Important: The bank account remains blocked until the notary and the commercial register confirm that the company has been validly formed. Once the commercial register entry is confirmed, the funds are released to the company.

Opening the capital deposit account typically takes three to five business days. Many Swiss banks (UBS, Credit Suisse successor entities, cantonal banks) offer formation accounts specifically for this purpose. You will need the draft articles of association and founder identification to open the account.

Step 6: Submit to the Commercial Register

After the notarial deed is executed, the application for entry in the commercial register must be submitted to the cantonal register office (Handelsregisteramt) in the canton where the company’s registered office is located.

The application must include:

• Signed application form (canton-specific)
• Authenticated formation deed (from the notary)
• Articles of association (certified copy)
• Capital deposit confirmation from the bank
• Stampa and lex Friedrich declarations
• Proof of registered office address (lease agreement or confirmation from the landlord)
• For the AG: specimen signatures of board members authorised to sign

In most cantons, the notary submits the application on behalf of the founders. In some cantons, the founders or their legal representative can submit directly.

Registration fees are set by the EHRA fee schedule (Gebührenverordnung):

Cantonal registers may charge additional cantonal fees on top of the federal schedule. Zurich and Geneva tend to be at the higher end; smaller cantons often charge less.

Step 7: Publication and Register Entry

The cantonal register office reviews the application for formal completeness and legal compliance. If everything is in order, the company is entered in the commercial register and the entry is published in the SHAB (Schweizerisches Handelsamtsblatt).

What the register checks:

• Name availability and compliance with naming rules
• Completeness of all required documents
• Correct capital structure and deposit confirmation
• Proper authentication of the formation deed
• Compliance with the legal requirements for the chosen company type

If the register finds deficiencies, it will return the application with a list of corrections (Beanstandungen). This is not uncommon — missing signatures, incorrect purpose clauses, or incomplete addresses account for most rejections. Correcting and resubmitting typically adds one to two weeks.

Once entered, the company:

• Receives a unique identification number (UID) in the format CHE-xxx.xxx.xxx
• Is published in the SHAB, making the entry publicly visible
• Appears in the Zefix central index within one to two business days of publication
• Gains legal personality (for GmbH and AG — the company exists as a legal entity from the moment of register entry, not from the notarial deed)

This last point is legally significant: a GmbH or AG has no legal existence until it appears in the commercial register (OR Art. 779 for GmbH, OR Art. 643 for AG). Contracts signed before entry are the personal obligations of the founders.

Step 8: Post-Registration Obligations

The commercial register entry creates the company, but several administrative steps follow before you can fully operate:

Within the first weeks:

1. Register with the cantonal tax authority — corporate income tax and capital tax. The tax office will contact you after the SHAB publication, but proactive registration speeds up the process.
2. Register for VAT — mandatory if annual domestic revenue exceeds CHF 100,000 (MWSTG Art. 10). Registration is done through the Federal Tax Administration (ESTV). See our VAT registration guide in the tax section for details.
3. Register with social insurance — AVS/AHV (old-age and survivors’ insurance), accident insurance (UVG), and occupational pension (BVG) if you have employees. Registration with the cantonal compensation office (Ausgleichskasse) is mandatory even for managing directors of their own GmbH.
4. Open a business bank account — the blocked formation account is converted or replaced with a regular business account.
5. Set up accounting — Swiss companies must maintain books in accordance with OR Art. 957ff. A double-entry bookkeeping system is required for GmbH, AG, and any sole proprietorship with revenue above CHF 500,000.

Ongoing obligations:

• Annual general meeting (AGM) within six months of the financial year end
• Annual accounts filed with the commercial register (for GmbH and AG)
• Corporate tax returns filed with cantonal and federal tax authorities
• Notification of any changes to the board, directors, capital, or articles of association — every change must be registered and published

For more on what these obligations cost and how long they take, see our cost and timeline guide.

How Much Does Company Registration Cost?

The total cost of company registration in Switzerland depends on the legal structure, the canton, and whether you use professional support (fiduciary, lawyer, or formation service).

The share capital is not a cost — it belongs to the company and is available for business use after registration. The figures above represent the actual out-of-pocket expenses for the formation process.

Canton matters. Notary fees in Zurich follow a published tariff based on transaction value and tend to be higher than in smaller cantons. Zug and Schwyz are known for competitive notary rates. Geneva’s notary system differs structurally (fewer notaries, potentially higher fees).

If you want a more precise estimate, use our cost calculator or read the detailed registration costs breakdown.

How Long Does Company Registration Take?

From the first bank appointment to receiving the commercial register extract, here is what to expect:

The main variable is the cantonal register’s processing time. Zurich and Bern, which handle the highest volume of applications, sometimes have backlogs that push processing to the upper end. Smaller cantons like Zug, Schwyz, or Appenzell Innerrhoden tend to process faster.

Some cantons offer expedited processing (dringende Behandlung) for an additional fee of CHF 100 to 500. This can shorten the register processing phase by several days.

If you already have the capital, the documents are professionally prepared, and you are working with a canton that processes efficiently, a GmbH formation can be completed in under two weeks. For a detailed breakdown, see our timeline guide.

Need a company immediately? A ready-made company (shelf company) is already registered and can be transferred in days rather than weeks.

Which Cantonal Register Should You Use?

Your company must be registered in the canton where its registered office (Sitz) is located. The registered office is defined in the articles of association and must correspond to a real address in that canton.

Factors that influence canton choice:

• Corporate tax rates vary significantly. Zug, Schwyz, Nidwalden, and Appenzell Innerrhoden consistently rank among the lowest-tax cantons. Zurich and Bern have higher rates but offer larger talent pools and infrastructure.
• Registration processing speed. Smaller cantons tend to process applications faster due to lower volume.
• Notary fees. These are cantonal-regulated and differ. Compare before committing.
• Business ecosystem. If your industry clusters in a specific canton (fintech in Zug, pharma in Basel, finance in Zurich/Geneva), there are practical benefits to registering locally.

You are not required to conduct business exclusively in the canton where you register. A company registered in Zug can operate offices and serve clients throughout Switzerland. However, you need a genuine connection to the registered office address — a letterbox alone is insufficient.

For an overview of all 26 cantons and their business conditions, see our cantons guide.

Common Mistakes to Avoid

Having guided hundreds of company formations, these are the errors that cause the most delays and unnecessary expense:

1. Choosing the wrong legal structure. Starting as a sole proprietorship because it is cheap, then converting to a GmbH six months later when you realise you need liability protection. The conversion process costs roughly the same as forming a GmbH from scratch, plus you pay for the wind-down of the sole proprietorship. Get the structure right from the beginning.

2. Company name rejected by the register. Names that are too similar to existing entries, purely descriptive, or misleading about the company’s scope will be rejected. Always search Zefix thoroughly and consider a preliminary EHRA name check.

3. Incomplete documentation. Missing a signature, using an outdated template for the articles, or failing to include the stampa declaration. Every missing element means the register returns your application, adding one to two weeks.

4. Capital deposit timing. The bank needs the capital deposited and the confirmation issued before the notary appointment. Founders sometimes schedule the notary before the bank has released the confirmation. Build in buffer time.

5. Forgetting post-registration obligations. The register entry does not mean you are done. VAT registration, social insurance, and tax authority notifications all have deadlines. Missing them results in penalties and back-payments.

6. Not appointing a Swiss-resident director. A GmbH must have at least one managing director domiciled in Switzerland (OR Art. 814 para. 3). An AG requires at least one board member with Swiss residence. Foreign founders who overlook this requirement cannot complete the registration.

7. Underestimating ongoing costs. Annual accounting, audit (if applicable), tax filing, social insurance contributions, and commercial register update fees add CHF 5,000 to 15,000 per year for a GmbH. Factor these into your business plan.

Why You Can Trust This Guide

Every step in this guide has been verified against the Swiss Code of Obligations and the Commercial Register Ordinance (HRegV) by Florian Rosenberg, who has spent more than ten years advising founders through the Swiss company formation process. Florian has personally guided the registration of over 200 companies across multiple cantons, from single-founder GmbHs to multi-entity holding structures. Costs, timelines, and document requirements are updated regularly to reflect the latest cantonal fee schedules and EHRA directives.

Frequently Asked Questions

How much does it cost to register a company in Switzerland?

Total formation costs depend on the legal structure. A GmbH (LLC) typically costs CHF 3,000 to 5,000 including notary fees, commercial register fees, and professional support. An AG (corporation) runs CHF 5,000 to 10,000 due to higher minimum capital and more complex articles of association. A sole proprietorship is the cheapest option at CHF 200 to 600, as it requires no notarial deed and no minimum capital.

Can a foreigner register a company in Switzerland?

Yes. There is no nationality restriction on company ownership in Switzerland. Any person or legal entity, regardless of residence, can hold shares in a Swiss GmbH or AG. However, at least one person authorised to represent the company (a managing director for a GmbH or a board member for an AG) must be resident in Switzerland. Non-residents often use a nominee director to satisfy this requirement. For more detail, see our guide on starting a company as a foreigner.

How long does it take to register a Swiss company?

A GmbH registration typically takes two to three weeks from the notarial deed to commercial register entry. An AG takes two to four weeks. A sole proprietorship can be registered in one to two weeks. Expedited processing is available in some cantons for an additional fee, potentially shortening the timeline by several days. The main variables are the canton's processing backlog and how quickly you provide complete documentation.

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

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

What is the minimum share capital to register a Swiss company?

For a GmbH, the minimum share capital is CHF 20,000, and it must be fully paid in at formation. For an AG, the minimum share capital is CHF 100,000, of which at least CHF 50,000 (or 20% of each share, whichever is greater) must be paid in at formation. Sole proprietorships and partnerships have no minimum capital requirement. Capital must be deposited into a blocked bank account (Kapitaleinzahlungskonto) before the notarial deed.

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

The core documents for a GmbH or AG are: articles of association (Statuten), the formation deed (Errichtungsakt) authenticated by a notary, a capital deposit confirmation from the bank, proof of identity for all founders, a stampa declaration confirming no undisclosed capital contributions exist, and the lex Friedrich declaration confirming compliance with foreign ownership rules. Depending on the canton, you may also need a signed application form and proof of the registered office address.