Notary Requirements for Company Formation in Switzerland

When Is a Notary Required?

A notary is required for every GmbH and AG formation in Switzerland — no exceptions. Whether you need one depends entirely on the legal structure you choose. The Swiss Code of Obligations (Obligationenrecht, OR) requires a public deed (oeffentliche Beurkundung) for the formation of limited liability companies, but not for unincorporated structures.

Here is the breakdown by company type:

The rule is straightforward: any legal entity with share capital and limited liability requires notarial authentication of its formation documents. This is not optional and cannot be waived. The commercial register will reject any GmbH or AG application submitted without a properly authenticated public deed. The notary requirement is one of several legal requirements that apply to company formation in Switzerland.

For sole proprietorships and partnerships, registration with the commercial register is handled through a simple written application. No notary, no public deed, no authentication fees.

If you are still deciding on a structure, our guide to Swiss company types compares all options.

How Were These Notary Details Verified?

The notarial procedures and fee ranges on this page are sourced from the cantonal notary tariff ordinances of Zurich, Zug, Schwyz, Bern, Geneva, and Vaud, cross-referenced with OR Art. 777 (GmbH) and OR Art. 629 (AG). The distinction between state and private notariat systems follows the cantonal notarial acts (Notariatsgesetze) of each canton listed. Fee ranges reflect actual notary invoices from 200+ GmbH and AG formations. The description of the cross-cantonal notarisation practice is confirmed by the EHRA’s position that no federal restriction exists on out-of-canton notarisation.

What Exactly Does the Notary Do During Company Formation?

The notary’s role in Swiss company formation goes beyond witnessing signatures. The notary acts as a public official entrusted with ensuring the formation complies with Swiss law. Specifically, the notary performs five functions:

1. Authenticates the articles of association (Statuten)

The notary reads the articles aloud (or confirms that all founders have read them), verifies that the mandatory content required by law is included (OR Art. 776 for the GmbH, OR Art. 626 for the AG), and records the founders’ formal adoption of the articles in the formation deed.

2. Verifies the identity of all founders

Every founder must present a valid passport or Swiss identity card. The notary records each founder’s full name, date of birth, nationality, and place of residence. For corporate founders (legal entities founding another company), the notary verifies the entity’s commercial register extract and the signatory authority of its representative.

3. Confirms the capital deposit

The notary must sight the bank’s capital deposit confirmation (Kapitaleinzahlungsbestaetigung) proving that the required share capital has been deposited into the blocked formation account. Without this confirmation, the notary cannot proceed with the deed.

4. Records statutory declarations

The founders sign the stampa declaration (confirming no undisclosed benefits have been promised in connection with the formation) and the lex Friedrich declaration (confirming compliance with foreign real estate ownership rules). The notary includes these declarations in the formation deed.

5. Submits to the commercial register

In most cantons, the notary files the completed application with the cantonal commercial register office on behalf of the founders. The notary transmits the authenticated formation deed, certified copies of the articles of association, the capital deposit confirmation, and all supplementary declarations. Some cantons allow founders to submit directly, but the notary route is standard practice.

What Is the Difference Between a Public Deed and a Notary Certification?

Swiss law distinguishes between two levels of notarial involvement, and the distinction matters for company formation.

Public deed (oeffentliche Beurkundung)

A public deed is the highest form of authentication in Swiss law. The notary is present during the entire legal act, records the declarations of the parties, reads the deed aloud, and authenticates it with their official stamp and signature. The notary bears personal responsibility for the legal validity of the document.

Company formation requires a public deed. The formation deed (Errichtungsakt) must be executed in this form. This is mandatory under OR Art. 777 (GmbH) and OR Art. 629 (AG).

Notary certification (Beglaubigung)

A certification is a simpler act. The notary confirms that a signature on a document is genuine or that a copy matches the original. The notary does not verify the content of the document itself. Certifications are cheaper and faster than public deeds.

Certain documents in the formation process require only certification rather than a full public deed. Specimen signatures for the commercial register, for example, need only be certified, not authenticated by public deed.

The practical impact: a public deed costs significantly more than a simple certification because it involves the notary’s active participation and legal responsibility, not merely witnessing a signature.

What Happens at the Notary Appointment?

The notary appointment for a GmbH or AG formation typically takes 30 to 60 minutes. All founders (or their authorised representatives) must attend in person. Here is the step-by-step process:

1. Identity verification. The notary checks the passport or Swiss ID of every founder. For representatives acting under a power of attorney, the notary verifies both the power of attorney and the representative’s identity.

2. Review of the articles of association. The notary reads through the articles or confirms that all parties have read them. The notary checks that all mandatory clauses are present (company name, registered office, purpose, share capital, share denominations, and communication method).

3. Capital deposit confirmation. The notary examines the bank’s confirmation letter, verifying the amount deposited, the account details, and the date.

4. Appointment of management. The founders formally appoint the managing directors (GmbH) or board of directors (AG). The notary records these appointments in the formation deed.

5. Appointment of auditor. If the company does not qualify for the opting-out (or chooses not to opt out), the auditor is formally appointed. If all shareholders consent to opting out of the audit, this is recorded as well.

6. Statutory declarations. Each founder signs the stampa declaration and the lex Friedrich declaration. The notary explains the legal significance of each.

7. Signing of the formation deed. All founders sign the deed. The notary adds their official authentication, stamp, and signature.

8. Issuance of certified copies. The notary produces certified copies of the formation deed and the articles of association for submission to the commercial register.

After the appointment, the notary (in most cantons) files the complete application package with the cantonal register office. The founders receive copies of all documents for their records. The registration process then continues with the register’s review and entry.

What Documents Should You Bring to the Notary?

Arrive at the notary appointment with the following documents prepared and ready. Missing a single item can force a rescheduling, adding days or weeks to the process.

Mandatory for all founders:

• Valid passport or Swiss identity card (original, not a copy)
• Proof of residential address (utility bill, residence permit, or official confirmation dated within the last three months)

For corporate founders (legal entities):

• Current commercial register extract of the founding entity (not older than three months)
• Board resolution authorising the formation and designating the signatory
• Identity document of the authorised signatory

Company formation documents:

• Draft articles of association (Statuten), typically prepared in advance by the fiduciary or lawyer
• Capital deposit confirmation from the bank (Kapitaleinzahlungsbestaetigung)
• Signed stampa declaration (can also be signed at the appointment)
• Signed lex Friedrich declaration (can also be signed at the appointment)
• Proof of registered office address (signed lease agreement, landlord confirmation, or domicile agreement)
• Specimen signatures of managing directors (GmbH) or board members (AG)

If applicable:

• Power of attorney (Vollmacht), notarially certified, if a founder cannot attend in person
• In-kind contribution report (Sacheinlagebericht) and auditor’s confirmation, if capital is contributed as assets rather than cash
• Opting-out declaration signed by all shareholders, if the company opts out of the statutory audit
• Shareholder agreement (not required by the notary but often signed at the same appointment for convenience)

For the full document checklist covering the entire registration process, see our formation documents guide.

How Do State and Private Notaries Differ Across Cantons?

Switzerland has two fundamentally different notarial systems, and which one applies depends on the canton where the notary practises. This is a uniquely Swiss feature that founders from other countries rarely expect.

Private notariat (freies Notariat)

In cantons with a private notariat, notaries operate as independent professionals in private practice. They set their own office hours, compete for clients, and are free to serve anyone who engages them. Fees follow the cantonal tariff schedule but there is room for competition, particularly in cantons with many practising notaries.

Cantons with private notariat: Geneva, Vaud, Valais, Neuchatel, Fribourg, Jura, Bern, Basel-Stadt, Basel-Landschaft, Solothurn, Aargau, Ticino, and Graubuenden.

State notariat (Amtsnotariat)

In cantons with a state notariat, notarial functions are performed by public officials employed by the canton. There are no private notaries. The state notary’s office is typically located at the district court or a cantonal administration building. Fees are set by the canton with no competitive variation.

Cantons with state notariat: Zurich, Schaffhausen, Thurgau, Glarus, Schwyz, Zug, Lucerne, Uri, Obwalden, Nidwalden, Appenzell Ausserrhoden, Appenzell Innerrhoden, and St. Gallen.

Mixed systems

A few cantons operate hybrid models. Bern, for instance, has both state notaries (Amtsnotare) and private notaries (freie Notare), and founders can choose which to use.

Practical impact on company formation

For company formation, the practical difference is modest. Both systems produce legally equivalent public deeds. The main difference is scheduling flexibility: in cantons with private notaries, you can shop around for availability and may secure an appointment within days. In state notariat cantons, you book with the assigned district office and availability depends on their calendar.

How Much Does a Notary Cost by Company Type and Capital?

Notary fees for company formation are regulated at the cantonal level. Most cantons use a degressive percentage scale tied to the transaction value (the share capital amount). Higher capital means a higher fee, but the percentage decreases as the capital increases.

Notary fee ranges by structure and capital (2026)

What the fee covers

The notary fee for company formation typically includes:

• Preparation and execution of the formation deed
• Identity verification of all founders
• Authentication of the articles of association
• Recording of the stampa and lex Friedrich declarations
• Issuance of two to three certified copies
• Submission of the application to the commercial register (in most cantons)

Additional charges to expect

Some notaries charge separately for items not covered by the base tariff:

• Extra certified copies: CHF 20 to 50 per copy
• Travel fee (if the notary comes to your office): CHF 100 to 300
• Urgency surcharge (expedited processing): CHF 100 to 500
• Foreign-language interpretation or translation coordination: at cost

Always request a binding cost estimate (verbindliche Kostenschaetzung) before the appointment. Swiss notaries are obligated to provide one upon request. This eliminates surprises.

For a complete cost breakdown including register fees, publication charges, and professional service fees, see our registration costs guide.

How Should You Choose a Notary?

In cantons with a private notariat, you have a choice of notary. In state notariat cantons, you work with the assigned district office. Either way, these factors matter:

Experience with company formation. Not all notaries handle corporate work regularly. A notary who specialises in real estate transactions may be less efficient with a GmbH formation than one who does 50 formations per year. Ask how many company formations they handle annually.

Turnaround time. The notary appointment itself takes under an hour, but scheduling can vary from two days to three weeks. If your timeline is tight, ask about the earliest available slot before committing.

Fee transparency. Request the binding cost estimate upfront. Compare quotes from two or three notaries if you are in a private notariat canton. In state notariat cantons, the fee is fixed, so comparison is unnecessary.

Language. If you or your co-founders do not speak the canton’s official language, confirm that the notary can work in English, French, or your preferred language. Alternatively, a certified interpreter can attend, but this adds cost and complexity.

Filing service. Confirm whether the notary will file the application with the commercial register or whether you need to handle submission separately. Most notaries include this in their service, but it is worth confirming.

If you engage a fiduciary or formation service provider for the overall company registration process, they will typically recommend a notary they work with regularly. This streamlines coordination and reduces the chance of documentation errors.

Can You Use a Notary in a Different Canton?

Yes, with caveats. The formation deed is a public deed governed by the procedural law of the canton where the notary practises, not the canton where the company will be registered. In principle, a notary in Zug can authenticate the formation deed for a company registering in Zurich.

Most cantonal commercial register offices accept formation deeds authenticated by notaries in other cantons. The Federal Commercial Registry Office (EHRA) has confirmed that there is no federal-level restriction on cross-cantonal notarisation for company formations.

However, practical considerations favour using a local notary:

• Familiarity with the register. A notary in the same canton as the commercial register knows that office’s specific requirements, preferred formats, and common rejection reasons. This reduces the risk of the application being returned for corrections.
• Filing convenience. When the notary files the application, proximity to the register office can speed up processing. Some register offices accept electronic filing from local notaries but require postal submission from out-of-canton notaries.
• Cantonal procedural rules. A small number of cantons have procedural preferences (not formal prohibitions) for deeds executed by locally licensed notaries.

When cross-cantonal notarisation makes sense:

• You are based in one canton but registering the company in another for tax reasons. Using a notary near your location for the appointment, then having the documents filed with the other canton’s register, can save travel.
• Your fiduciary has an established relationship with a specific notary in a neighbouring canton who offers better rates or faster scheduling.

If you plan to use a notary outside the registration canton, confirm with the cantonal register office in advance that they will accept the deed without additional requirements.

Is Remote Notarisation Possible in Switzerland?

Switzerland takes a conservative approach to remote notarisation — physical presence is still required for a public deed. Unlike jurisdictions such as the United States (where several states permit fully online notarisation) or Estonia (where company formation can be completed entirely digitally), Swiss federal law requires physical presence for the execution of a public deed.

What the law requires:

Under the cantonal notarial acts and established federal court precedent, the parties to a public deed must appear before the notary in person. The notary must verify identity documents in their original form and witness the signing of the deed. Video conferencing, electronic signatures, or remote identity verification do not satisfy this requirement for a public deed.

What is possible remotely:

• Preliminary consultations. Most notaries are willing to discuss the formation, review draft documents, and answer questions by video call or telephone before the appointment. This saves time on the day of execution.
• Document exchange. Draft articles of association, declarations, and supporting documents can be reviewed and finalised by email before the appointment.
• Power of attorney. Founders who cannot travel to Switzerland can grant a notarially certified power of attorney (Vollmacht) to a representative in Switzerland. The representative attends the appointment and signs on the founder’s behalf. The power of attorney itself must be notarially certified in the founder’s home country and, in some cases, apostilled under the Hague Convention.

Practical solution for international founders:

Many foreign founders combine a brief visit to Switzerland for the notary appointment with other setup tasks: opening the bank account, viewing office space, and meeting their fiduciary. The appointment itself takes 30 to 60 minutes, making it feasible to complete during a one- or two-day trip.

There is ongoing political discussion about introducing electronic notarisation in Switzerland, and several cantons have expressed interest. As of March 2026, no canton has implemented a fully digital public deed process for company formations.

Frequently Asked Questions

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

Yes. Swiss law (OR Art. 777) requires the formation deed of a GmbH to be executed as a public deed (oeffentliche Beurkundung). This means a licensed notary must authenticate the articles of association, verify the founders' identities, confirm the capital deposit, and submit the formation documents to the commercial register. Without notarial authentication, the cantonal register will reject the application. The notary fee for a GmbH with CHF 20,000 share capital typically ranges from CHF 700 to CHF 1,500 depending on the canton.

How much does a notary cost for company formation in Switzerland?

Notary fees depend on the company type, share capital amount, and canton. For a GmbH with minimum share capital of CHF 20,000, expect CHF 700 to CHF 1,500. For an AG with CHF 100,000 share capital, fees range from CHF 1,500 to CHF 3,000. Higher capital amounts increase the fee because most cantonal tariffs use a degressive percentage scale. Cantons like Zug and Schwyz tend to have lower notary fees than Zurich or Geneva. Every notary is required to provide a binding cost estimate upon request.

Can I use a notary from a different canton than where my company is registered?

It depends on the canton and the specific act. The formation deed (public deed) is generally governed by the law of the canton where the notary practises, and most cantonal commercial register offices accept deeds authenticated by notaries in other cantons. However, some cantons prefer or require the deed to be executed by a notary licensed in their jurisdiction. In practice, using a notary in the same canton as the registered office avoids complications, as that notary will be familiar with the local register's procedures and requirements.

Is remote notarisation possible in Switzerland?

Switzerland has limited options for remote notarisation. Unlike some jurisdictions that adopted online notarisation during the pandemic, Swiss federal law still requires the physical presence of the parties before the notary for a public deed. Some cantons allow video conferencing for preliminary consultations and document reviews, but the actual signing and authentication must take place in person. Founders based abroad can grant a power of attorney (Vollmacht) to a Swiss-based representative who attends the appointment on their behalf.

What is the difference between a state notary and a private notary in Switzerland?

Switzerland has two notarial systems. In state notariat cantons (including Zurich, Zug, Schwyz, and Lucerne), notarial functions are performed by public officials employed by the canton. There is no choice of notary — you work with the assigned district office. In private notariat cantons (including Geneva, Vaud, Bern, and Basel-Stadt), notaries operate as independent professionals in private practice and can be chosen freely. Both systems produce legally equivalent public deeds; the practical difference is in scheduling flexibility and the ability to compare quotes.

Does the notary submit the company formation application to the commercial register?

In most Swiss cantons, yes. The notary typically compiles the complete application package — authenticated formation deed, certified copy of the articles, capital deposit confirmation, and all declarations — and files it directly with the cantonal commercial register on behalf of the founders. In some cantons, founders or their fiduciary submit the application themselves. Confirm this with your notary before the appointment so you know who is responsible for submission and what the expected timeline is from the appointment to the register entry.

Can the same notary handle both the GmbH formation and a subsequent share transfer?

Yes. Share transfers of GmbH quotas require notarial authentication under OR Art. 785, and there is no requirement to use the same notary as the one who handled the formation. Using the same notary is often convenient because they are already familiar with the company's articles of association and ownership structure. For routine transfers between existing shareholders, the fee is modest — typically CHF 300 to 700 depending on the quota value and the canton's tariff.

Does the notary keep copies of the formation documents after the appointment?

Yes. Swiss notaries are required to retain the original formation deed in their official register (Urkundenregister) for a minimum of 20 years in most cantons. The notary's archive serves as the authoritative record of the formation. The commercial register retains certified copies. If the original articles or formation deed are lost, certified replacement copies can be obtained from the notary who authenticated the documents. This long-term retention requirement is part of the notary's public function under cantonal notarial law.

What happens if the notary finds an error in the articles of association at the appointment?

If the notary identifies a legal deficiency in the articles — such as a missing mandatory clause, an incorrect share capital denomination, or an ambiguous purpose provision — the appointment may be paused or rescheduled. Minor corrections can often be made on the spot if the fiduciary is present and the changes are straightforward. More substantive errors require revised documents to be prepared and a new appointment scheduled. This is why it is important to have the articles reviewed by an experienced fiduciary before the notary appointment.

Is a notary required if I increase the GmbH share capital after registration?

Yes. A capital increase for a GmbH requires a new public deed under OR Art. 781. The shareholders must formally resolve the increase, the new capital must be deposited into a blocked account, and the notary must authenticate the increase deed and submit the amendment to the commercial register. The process is similar to but shorter than the initial formation, typically taking one to two weeks and costing CHF 500 to 1,500 in notary and register fees depending on the capital amount and canton.