Checklist for setting up an AG in Switzerland

Setting up an AG (public limited company) in Switzerland is a straightforward process, but it involves mandatory steps that must be carried out in the right order. A mistake concerning capital, the articles of association or the governing bodies can block the entry in the commercial register. Here is the operational checklist, point by point.

1. Define capital and shareholders

Share capital of at least CHF 100,000, of which at least CHF 50,000 must be paid in (or 20% if the capital is higher) at the time of incorporation.
Set the number and nominal value of the shares (the minimum nominal value is very low, but it must be stated).
Identify the shareholders and how the shares are allocated. Remember: unlike the members of a GmbH, shareholders do not appear in the commercial register.
A single shareholder (individual or legal entity) is enough to set up the AG.

2. Choose and check the company name

The AG’s company name can be freely chosen, but it must include the designation “AG” (or SA/Société Anonyme).
Check its availability in the commercial register (Zefix), bearing in mind that corporations enjoy protection throughout Switzerland.
Check for any prior trademarks and the availability of the domain.

3. Prepare the articles of association

The articles of association are the founding document and must contain at least:

the company name and registered office (municipality) of the company;
the corporate purpose;
the amount of the share capital and the contributions;
the number, nominal value and type of the shares;
rules on governing bodies, convening of the general meeting and voting rights.

Optional clauses (restrictions on transferability, preferred shares, reserve capital) should be decided at this stage.

4. Open the capital deposit account

Open a payment/deposit account with a Swiss bank in the name of the company being formed.
Pay in the released portion of the capital (at least CHF 50,000).
The bank issues a deposit certificate required by the notary and the register. The capital remains blocked until the entry has been completed.

5. Handle any contributions in kind

If the capital is not paid in cash but with assets (real estate, machinery, an existing business):

a contribution agreement and a contribution report are required;
an audit by a licensed auditor is required (audit confirmation);
these elements must be mentioned in the articles of association and in the deed of incorporation.

Contributions in kind lengthen the timeline: they should be planned first.

6. Appoint the governing bodies

Board of directors: at least one member. The company must have a person with signatory power resident in Switzerland (a director or a managing officer) who can represent it.
Auditors: decide between an ordinary audit, a limited audit or an opting-out (waiver possible below the statutory thresholds and with no more than 10 full-time positions on annual average, with the consent of all shareholders).

7. Deed of incorporation before the notary

Setting up the AG requires a public deed before a notary.
In the deed the shareholders declare that they are forming the company, adopt the articles of association and appoint the governing bodies.
The notary checks the documents, the bank certificate and, where applicable, the documentation on contributions in kind.

8. Entry in the commercial register

File the documentation (deed of incorporation, articles of association, deposit certificate, acceptances of office, Stampa declaration) with the commercial register office of the canton where the registered office is located.
Upon entry, the AG acquires legal personality.
After the entry, the deposited capital is released and becomes available for the business.

9. Subsequent obligations

Once the company is set up, there are steps not to be forgotten:

Share register and register of beneficial owners (obligation to report shareholders above certain thresholds).
Affiliation to the AVS compensation fund (AVS = state old-age and survivors’ insurance) and, if there are employees, to the pension fund (LPP, occupational pension) and accident insurance.
Check for VAT liability (as a rule above CHF 100,000 in turnover).
Set up the accounting in accordance with the Code of Obligations from day one.

In short

Order matters: first capital, articles of association and deposit account, then the notary, then the commercial register, and finally the corporate and tax obligations. Anticipating contributions in kind and the decision on the audit avoids last-minute delays.

Do you want a smooth incorporation, with clear timelines and every obligation covered? SIH ONE guides you step by step through the incorporation of your AG in Switzerland.