How much it costs to form a GmbH: all the costs

Before opening a GmbH (limited liability company) the most common question is: how much does it really cost? Let’s bring order to one-off costs, capital and recurring expenses, distinguishing what is a genuine cost from what is not.

Capital is not a cost

Let’s start with the most common misconception. A GmbH requires a minimum share capital of CHF 20,000, fully paid in before registration. But this money remains the property of the company: after incorporation it is available in the business account and serves the activity (purchases, salaries, investments).

Capital is therefore not a lost expense, but the company’s initial endowment. In your budget it should be treated as tied-up liquidity, not as a cost.

The one-off incorporation costs

The actual line items for forming a GmbH are mainly:

• Notarial deed: the deed of incorporation must be authenticated by a notary. The cost depends on the canton and on complexity (multiple partners, contributions in kind, customised articles of association).
• Registration in the commercial register: a fee payable to the cantonal authority for registering the new company.
• Bank confirmation of the capital: opening the capital deposit account and issuing the confirmation may involve a bank charge.
• Any advisory work: drafting the articles of association, checking the legal form, tax aspects.

The figures vary considerably from canton to canton. That is why we are wary of “round-number” quotes with no detail: always ask for the line-by-line breakdown.

VAT and the thresholds

Incorporation in itself does not generate VAT on the activity. VAT liability arises when turnover exceeds CHF 100,000 per year. Below this threshold registration is optional, but in some cases it is worthwhile (to recover input tax on purchases). This is an assessment to be made at the start-up stage.

The recurring costs to budget for

Incorporation is only the beginning. A GmbH involves annual expenses that need to be planned:

• Accounting: keeping accounts is mandatory. Above CHF 500,000 in turnover, full accounting is required.
• Annual closing and tax return of the company.
• Social insurance on any salaries (AHV/IV/EO — state pension, disability and loss-of-earnings; ALV — unemployment; BVG — occupational pension; UVG — accident insurance).
• Domiciliation, if you do not have your own business address.
• Audit, only if you exceed the limits that make it mandatory; many small GmbHs can opt out (opting-out).

These recurring costs often weigh more than the incorporation costs: they should be estimated from the outset to avoid surprises.

GmbH or AG: the cost difference

The AG requires capital of CHF 100,000 (of which at least CHF 50,000 paid in). The incorporation costs are similar in structure, but the capital commitment is greater. For an operating activity starting out lean, the GmbH usually remains the most efficient choice; the AG is worthwhile if you anticipate investors or a more institutional profile.

How to keep spending under control

Three measures reduce unnecessary costs:

1. Standard articles of association when the activity is simple: unnecessary customisations push up the notary’s fee.
2. Consider domiciliation instead of a physical office in the initial phase.
3. Think in terms of the first-year total (incorporation + accounting + insurance), not just the day-one expense.

How we help you

We give you a transparent picture of the real costs, with no hidden items, and structure the start-up in the most efficient way — with incorporation from CHF 0 (combined with a 12-month accounting mandate) and the terms set out in plain language. Ask for your detailed quote.