The share capital of a GmbH: how much you need and how it works

Share capital is often the first question for anyone opening a GmbH (limited liability company) in Switzerland. Let’s clarify the rules, without unnecessary jargon.

How much capital you need

The GmbH requires a share capital of at least CHF 20,000, fully paid in before entry in the commercial register. Unlike the AG, there is no option to pay in only a part: the CHF 20,000 must all be available.

The capital is divided into quotas of at least CHF 100 each, registered in the names of the shareholders and visible in the commercial register. This transparency is a feature of the GmbH: whoever consults the register sees who the shareholders are.

Capital is not a cost

This is the most common misunderstanding. The share capital remains the property of the company: after incorporation it is available in the company account and can be used for the business (purchases, salaries, investments). It is neither a tax nor a “burnt” sum: it is the company’s initial endowment.

The capital account

Before incorporation you open a capital-deposit account with a Swiss bank, into which the shareholders pay their contributions. The bank issues a certificate confirming that the payment has been made: it is the document the notary attaches to the deed of incorporation. Once registration is complete, the capital account is transformed (or transferred) into the company’s operating account.

Contributions in cash or in kind

Capital can be paid up in cash or through contributions in kind (goods, machinery, an existing business, patents). Contributions in kind require a valuation and additional documentation, and must be described in the deed: we cover this in a dedicated guide.

Liability: why the GmbH is popular

In the GmbH, the shareholders’ liability is limited to the capital contributed: personal assets, as a rule, are not liable for the company’s debts. This is the main reason many entrepreneurs choose the GmbH over the sole proprietorship, where there is no separation of assets.

GmbH or AG?

If you anticipate a funding round, a broader shareholder base or a more institutional image, the AG (minimum capital CHF 100,000, of which at least CHF 50,000 paid in) may be more suitable. For an operating business starting out lean, the GmbH remains the most efficient choice.

How we help you

We accompany you in choosing the legal form, in opening the capital account and in registration — with incorporation from CHF 0 (combined with a 12-month accounting mandate) and terms set out clearly. Let’s talk about your project.