A Swiss limited company (SA/AG), or company limited by shares, is an incorporated business with its own legal personality. Its capital is divided into shares and must total at least CHF 100,000. At least CHF 50,000 must be paid in at formation, covering at least 20% of each share’s nominal value.
A limited company separates its assets from those of its shareholders. It can suit projects seeking investors, clearly structured governance or easier transfers of ownership.
This guide explains the requirements, company bodies, formation steps, costs and timescales. It also covers the accounting, tax and transparency obligations that follow registration.
Swiss limited companies: the essentials
- Share capital: at least CHF 100,000, with at least CHF 50,000 and 20% of each share’s nominal value paid in at formation.
- Founders: one individual or legal entity is sufficient. The company must be representable by a person resident in Switzerland.
- Liability: shareholders’ obligations are generally limited to paying for the shares they have subscribed for.
- Formalities: articles of association, capital deposit account, public deed and Commercial Register registration.
- Audit: a small company may waive the limited audit if it meets the opt-out conditions.
- Entreprendre.ch support: from CHF 590 excl. VAT, including notary fees. Bank charges, signature certification and official registration fees are separate.
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What is a Swiss limited company?
A Swiss company limited by shares is governed by Articles 620 onwards of the Code of Obligations. It is known as a société anonyme (SA) in French and Aktiengesellschaft (AG) in German. Its capital is divided into shares, and it becomes a legal entity upon Commercial Register registration.
It then acts in its own name: entering contracts, employing staff, owning assets, borrowing and meeting its obligations with company assets. Shareholders hold economic and membership rights; they do not directly own the company’s individual assets.
One or more shareholders
The founder can be an individual, a company or another legal entity. A single-shareholder company is therefore possible.
A separate legal entity
The company comes into legal existence only after Commercial Register registration. Transactions made on behalf of a company in formation need careful handling before that date.
Key characteristics
- a choice of company name subject to naming rules, including the required legal-form designation such as ‘SA’;
- minimum share capital of CHF 100,000;
- a public deed of incorporation before a notary;
- compulsory Commercial Register registration;
- a general meeting and board of directors;
- full accounting and annual financial statements;
- transferable shares, subject to the law and articles of association.
Who is a Swiss limited company suited to?
This structure is not reserved for large groups. It can also suit an SME, family business or startup where capital structure, investment or share transfers are significant considerations.
A project structured for growth
- several investors or planned funding rounds;
- a need to transfer ownership interests more easily;
- sufficient available capital;
- governance divided between shareholders and directors;
- a preference for shareholders not to be listed solely as owners in the Commercial Register, while meeting transparency obligations.
A structure that can be disproportionate
- a very simple activity carried out alone;
- limited available capital;
- no plans for external investment;
- a wish to keep formalities to a minimum;
- administrative costs that the business may struggle to absorb.
If a project centres mainly on one or two people and does not require a sophisticated shareholder structure, an LLC may be simpler. Read our LLC versus limited company comparison to explore the choice.
Share capital: how much must be paid in?
Share capital must total at least CHF 100,000. This does not necessarily mean paying the full amount at formation.
A company with CHF 100,000 of share capital can therefore be formed with CHF 50,000 paid in, provided the 20% requirement is also met for every share. Shareholders still owe the balance, which the company may call later.
Is share capital a cost?
No. After registration, deposited funds are released to the company and can finance investments and business expenses. The capital belongs to the company and cannot simply be taken back by shareholders as private money. Our guide to Swiss share capital explains the distinction between capital and formation fees.
Cash contributions or contributions in kind
Capital may be paid in cash or through qualifying contributions in kind, such as machinery, vehicles, patents or certain operating assets. Contributions in kind require specific documentation and checks and are outside Entreprendre.ch’s standard formation offer.
Following the reform of Swiss company law, capital can also be denominated in certain approved foreign currencies where the currency is essential to business operations. The same currency must then be used for bookkeeping and financial reporting.
Company bodies and management
A limited company separates capital ownership, fundamental decisions and strategic management. The organisation can remain straightforward in a small company, but it must be properly formalised.
The general meeting
The general meeting is the company’s highest decision-making body. It approves annual accounts, decides how profits are allocated, elects the board and amends the articles where necessary.
The ordinary annual general meeting must take place within six months of the financial year-end.
The board of directors
The board of directors is responsible for the company’s overall direction and duties that cannot be delegated by law. These include determining the organisation, supervising management and ensuring the preparation of accounts.
The board may consist of one person. Meeting frequency depends on the company’s needs, articles and organisation. Important decisions must be recorded in minutes.
Swiss-resident representation
The company must be representable by at least one person resident in Switzerland. This may be a board member or director with sufficient authority to represent it.
The auditor
The auditor examines the accounts under the applicable requirements. A small company eligible for a limited audit may opt out if it averages no more than ten full-time positions over the year and every shareholder agrees.
What liability do shareholders and directors have?
Generally, company assets alone cover its debts. A shareholder’s main obligation is to pay for the shares subscribed for. This separation offers greater protection for private assets than a sole proprietorship.
Board members must monitor the company’s financial position, take the required measures when capital is impaired or insolvency threatens, and meet their duties of care and loyalty.
Benefits and drawbacks of a Swiss limited company
Main benefits
- Separate assets: company debts are generally not its shareholders’ personal debts.
- Funding: investors can join through the issue or transfer of shares.
- Transfers: shares are generally easier to transfer than individual business assets, subject to legal, statutory and contractual restrictions.
- Relative confidentiality: shareholders do not appear in the Commercial Register solely because they own shares.
- Structured governance: roles can be clearly allocated between shareholders, the board and management.
- Recognition: the structure is familiar to investors, banks and institutional partners.
Main limitations
- Higher capital: allow for CHF 100,000 of share capital, with at least CHF 50,000 and 20% of each share’s nominal value paid in initially.
- Formal incorporation: a notary, articles of association and Commercial Register registration are compulsory.
- Administration: meetings, minutes, the share register, accounting and officers’ obligations need ongoing attention.
- Recurring costs: accounting, tax and legal administration are more demanding than for a sole proprietorship.
- Economic double taxation: profits are taxed in the company and dividends are then taxed in shareholders’ hands, with relief mechanisms depending on the circumstances.
- Unemployment insurance: a director controlling the company may be treated as occupying an employer-like position and face restrictions on benefits.
Limited company or LLC: the main differences
| Criterion | Limited company (SA/AG) | LLC (Sàrl) |
|---|---|---|
| Minimum capital | CHF 100,000, which may be partly paid in | CHF 20,000, fully paid in |
| Owners | Shareholders | Members |
| Public listing of owners | Shareholders generally not listed solely as owners in the Commercial Register | Members listed in the Commercial Register |
| Management | Board of directors | Managing directors |
| Ownership transfers | Shares generally easier to transfer | More formal transfer of ownership interests |
| Investors | Generally a more suitable structure | Possible, with a more member-focused structure |
Base the choice on more than capital or image. Consider voting rights, ownership transfers, funding, taxation, governance and future costs. If you are considering the alternative, read our complete guide to Swiss LLCs.
How do you form a limited company in Switzerland?
Incorporation follows a defined process. Good preparation helps prevent amendments to draft articles, bank delays and additional requests from the Commercial Register.
Define the company structure
Choose the name, registered office, business purpose, share capital, nominal value and share classes. Identify shareholders, directors, signing powers and the financial year-end.
Open the capital deposit account
Pay the required amount into a capital deposit account. The bank then issues a confirmation for the notary.
Prepare the articles and documents
Documents include the articles of association, deed of incorporation, formation declarations and directors’ acceptance of appointment. Contributions in kind or non-standard arrangements require additional documents and are outside our standard offer where applicable.
Sign the public deed
Incorporation is recorded before a notary, who authenticates the deed and checks the required documents before submission to the Commercial Register.
Register the company with the Commercial Register
The company acquires legal personality upon registration. The capital is then released and transferred to its business account.
Steps after registration
- open or finalise the business bank account;
- establish the share register;
- organise accounting and signing powers;
- register the company as an employer with the relevant social insurance bodies where required;
- arrange the necessary insurance;
- review VAT liability;
- prepare for beneficial ownership obligations.
Costs and timescales for forming a Swiss limited company
When budgeting, distinguish formation fees from capital contributed to the company. These are the items to allow for with Entreprendre.ch’s support.
| Cost item | Amount or treatment |
|---|---|
| Formation support | From CHF 590 excl. VAT for document preparation and formation follow-up. |
| Notary fees | Included in the CHF 590 excl. VAT formation offer. |
| Commercial Register fees | Charged separately; amount depends on the canton and application. |
| Bank charges | Possible capital deposit account fees, depending on the bank; not included in the offer. |
| Signature certification | Allow for this where required; arrangements and fees are confirmed for your file. |
| Share capital | At least CHF 100,000, with at least CHF 50,000 and 20% of each share’s nominal value paid in. This is not a professional fee: the funds remain in the company after registration. |
How long should you allow?
The full process generally takes three to four weeks. Timing depends on the bank, signatories’ availability, the notary and the cantonal Commercial Register.
Form your limited company with a Swiss expert
Review the included services, describe your project and have the applicable fees confirmed before starting incorporation.
Accounting, annual financial statements and audit
A limited company must keep full accounts under the Swiss Code of Obligations. It prepares at least a balance sheet, income statement and notes to the financial statements. Accounting records and supporting documents must generally be retained for ten years.
Ordinary audit
An ordinary audit is required, among other cases, if a company exceeds two of the following three thresholds in two consecutive financial years:
- CHF 20 million balance sheet total;
- CHF 40 million turnover;
- an annual average of 250 full-time positions.
Public-interest companies and companies required to prepare consolidated accounts are also subject to an ordinary audit. Shareholders representing at least 10% of the share capital can also require one.
Limited audit and opt-out
Where an ordinary audit is not required, a limited audit generally applies. The company may waive it if it averages no more than ten full-time positions over the year and every shareholder consents.
To organise support after formation, explore our accounting services covering bookkeeping, tax and payroll.
Taxation, dividends and VAT
Corporate income and capital taxes
The company is taxed separately from its shareholders. It pays federal, cantonal and communal tax on profits, plus cantonal and communal tax on capital.
When profits are distributed, dividends are generally taxable income for shareholders. Partial taxation can apply to qualifying participations. The result depends on the canton, how the shares are held and the shareholder’s personal circumstances.
Withholding tax on dividends
Swiss withholding tax of 35% is generally deducted from dividends. A shareholder resident in Switzerland can normally recover it if the dividend and shares are correctly declared and the requirements are met. International recovery depends on applicable treaties and eligibility.
Director remuneration and social insurance
A shareholder or director working for the company for remuneration is generally treated as its employee. The company must manage salary, OASI/AHV contributions, accident insurance and occupational pensions where the conditions are met.
When does VAT become compulsory?
A business generally becomes liable for VAT when relevant annual turnover reaches CHF 100,000. The calculation includes worldwide supplies that are not exempt without credit. Voluntary registration may be appropriate below the threshold.
Review VAT based on the actual activity. Some supplies are exempt without credit or exempt with credit, and liability can begin at launch if reaching the threshold over the following twelve months is foreseeable.
Shares, shareholders and transparency
Shareholders’ identities do not generally appear in the Commercial Register solely because they own shares. Board members and authorised signatories are listed.
This confidentiality has limits. The company must keep a register of registered shares, identify beneficial owners where legally required and provide information to authorised authorities or intermediaries.
The transparency register is not public in the same way as the Commercial Register. Access is restricted to the relevant authorities and certain people subject to anti-money-laundering legislation. See our Swiss transparency register guide to prepare for the new obligation.
Common mistakes
- describing shareholders as completely anonymous;
- assuming CHF 50,000 paid in means the minimum share capital is CHF 50,000;
- neglecting a shareholders’ agreement when several people invest;
- choosing voting rights or share classes without considering future investors;
- mixing company assets with shareholders’ personal money;
- neglecting minutes, the share register or measures required during financial difficulties;
- assuming every limited company must appoint an auditor;
- waiting until the VAT threshold is exceeded before assessing liability.
Play the video
Swiss limited companies explained in a video
Share capital, company bodies, liability and formation steps: watch the essentials in a few minutes, in French.
A practical French-language explanation by Romain Prieur, Swiss-qualified accountant.
Swiss limited company FAQs
What is a Swiss limited company (SA/AG)?
It is an incorporated company with its own legal personality and capital divided into shares. Company assets alone generally cover its debts. It is governed by Articles 620 onwards of the Swiss Code of Obligations.
What is the minimum share capital for a Swiss limited company?
Share capital must be at least CHF 100,000. At least 20% of each share’s nominal value must be paid in, with a minimum total paid-in amount of CHF 50,000.
Can I form a limited company alone?
Yes. One individual or legal entity can form and own the company. It must still be representable by at least one person resident in Switzerland.
How much does it cost to form a Swiss limited company?
Costs include document preparation, the notary, Commercial Register fees, signature certification and any bank charges. Entreprendre.ch offers formation from CHF 590 excl. VAT, including notary fees. Paid-in capital is not a fee and remains in the company after registration.
Are shareholders liable for company debts?
Shareholders are generally required only to pay for the shares they subscribed for. Company assets cover its debts. Personal liability may nevertheless arise from duties as a company officer, misconduct or a personal guarantee.
Does a limited company always need an auditor?
No. A small company eligible for a limited audit can opt out if all shareholders agree and it averages no more than ten full-time positions over the year. Companies exceeding statutory thresholds remain subject to the required audits.
Are shareholders anonymous?
Their identities are generally not published in the Commercial Register solely because they hold shares. The company must nevertheless keep a share register and meet beneficial ownership identification requirements. Confidentiality is therefore limited; there is no guarantee of anonymity.
What is the difference between a limited company and an LLC?
A limited company requires minimum share capital of CHF 100,000, compared with CHF 20,000 for an LLC. It is generally better suited to bringing in investors and transferring ownership. LLC members appear in the Commercial Register, while limited company shareholders are generally not published solely as owners.
Choosing a limited company for your project
A Swiss limited company can provide a durable structure for growth, investment and future ownership transfers. It makes sense when its capital requirements, governance and administrative costs remain proportionate to the business’s actual needs.
Before choosing, consider liability, funding, control, taxation and your medium-term plans. Well-prepared articles and a shareholders’ agreement can help prevent disputes when several people are involved.
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Want an initial conversation? Book a free 10-minute introductory call to explain your project and learn about our support. Personalised advice requires a separate consultation.
Related reading
Limited company or LLC: a comparison
Compare capital requirements, governance and ownership transfers.
Understand share capital
Distinguish capital contributed to the company from formation fees.
The board of directors
Understand its powers, duties and responsibilities.
Official sources and updates
The following official sources support the legal, accounting and tax information in this guide:
- SECO SME portal — the Swiss company limited by shares;
- SECO SME portal — limited company formation checklist;
- SECO SME portal — ordinary audit, limited audit and opt-out;
- Federal Tax Administration — VAT liability;
- Swiss Confederation — beneficial ownership transparency register.
Editorial and source review: September 2026. These are general rules. The notary, Commercial Register, tax administration and other authorities assess the circumstances of each case.
Romain Prieur is a Swiss-qualified accountant and co-founder of Entreprendre.ch. With more than ten years of experience in auditing and supporting Swiss businesses, he advises entrepreneurs on company formation, accounting, taxation and legal structure.
