Shares and quotas: the differences between AG and GmbH

When choosing between an AG and a GmbH, one theme keeps coming up: the difference between shares and quotas. It is not just terminology. The structure of the capital changes the way the company is owned, transferred and made visible. Here is what really sets the two instruments apart.

The capital: shares in the AG, quotas in the GmbH

In the AG (public limited company) the capital is divided into shares. The minimum capital is CHF 100,000, of which at least CHF 50,000 must be paid up.

In the GmbH (limited liability company) the capital is divided into quotas. The minimum capital is CHF 20,000, fully paid up, and each quota is worth at least CHF 100.

In both cases the liability of the partners/shareholders is limited to the capital contributed: personal assets, as a rule, are not liable for the company’s debts.

Transparency: who appears in the register

This is the most significant difference in practice.

In the GmbH, the partners and their quotas are entered in the commercial register: anyone consulting the register can see who the partners are. It is a transparent structure.
In the AG, the shareholders do not appear in the commercial register. The shareholder base remains internal (with the obligation to keep a share register and to report the relevant beneficial owners to the company).

Those seeking greater confidentiality over ownership tend to prefer the AG; those with no concerns about visibility find in the GmbH a simpler structure.

Transferability: how easy it is to sell

The shares of the AG are more easily transferable. For registered shares, the transfer takes place by endorsement and entry in the share register; for bearer shares (today heavily restricted), by delivery. This liquidity makes the AG better suited to investors and to frequent changes of ownership.
The transfer of GmbH quotas is more formal: it requires written form and, as a rule, the consent of the partners’ meeting, as well as an update in the commercial register. It is a structure designed for stable ownership.

If you anticipate an investment round or frequent entries and exits of partners, the shares of the AG are easier to handle.

Nominal value and fractioning

Shares can have a very small nominal value, which makes it possible to split the capital into many certificates and to manage participation percentages precisely. GmbH quotas have a minimum denomination (CHF 100) and a less granular logic. For sophisticated capital operations (increases, employee plans, several classes of securities) the AG offers more flexibility.

Partners’ rights: what does not change

In both forms the partners have financial rights (share in profits, liquidation proceeds) and administrative rights (voting at the general meeting, information). Profits are distributed through dividends resolved by the general meeting. The differences lie more in the form of the security and in governance than in the substance of the rights.

Which one to choose

In short:

choose the GmbH if you want to start lean, with modest capital and a stable ownership base, and the transparency of the partners does not bother you;
choose the AG if you anticipate investors, frequent transfers, confidentiality over the shareholder base or a more institutional profile.

Many businesses start as a GmbH and move to an AG as they grow. The choice is not irreversible, but changing structure later has costs: it is better to set it up well from the start, based on your actual plans.

How we help you

We help you choose between shares and quotas according to your strategy — investors, confidentiality, changes of ownership — and to set up the right form, with incorporation from CHF 0 (combined with a 12-month accounting mandate) and clearly stated terms. Let’s choose the right form together.