In Switzerland, a limited liability company (Sàrl/GmbH) needs share capital of at least CHF 20,000, fully paid in at incorporation.
A limited company (SA/AG) needs share capital of at least CHF 100,000, of which at least CHF 50,000 must be paid in, with a minimum of 20% of the nominal value of each share.
After registration and release by the bank, these funds can finance the business. They do not have to sit unused in an account. But they belong to the company: you cannot freely take them back for personal expenses.
Here is how to choose the amount, understand what “paid-in capital” means and use the funds once your Swiss company is established.
Swiss share capital at a glance
| Question | LLC (Sàrl/GmbH) | Limited company (SA/AG) |
|---|---|---|
| Minimum capital in the articles | CHF 20,000 | CHF 100,000 |
| Paid in at incorporation | 100% of the chosen capital | At least 20% of each share and CHF 50,000 in total |
| For a company with the minimum capital | CHF 20,000 contributed | At least CHF 50,000 contributed against CHF 100,000 subscribed |
| Ownership interests received | LLC membership shares | Shares |
| Use after registration and release | Company expenses and investments | Company expenses and investments |
These amounts apply to capital denominated in Swiss francs. Swiss law also permits certain foreign currencies subject to conditions.
Share capital is not an incorporation fee. Contributions become the company’s financial or tangible resources. Professional fees, bank charges and registration fees are separate expenses to include in your budget.
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What is share capital and what does it do?
For a Swiss LLC, share capital is the amount recorded in the articles against the membership shares allocated to its members. For an SA/AG, the French legal term is capital-actions: the aggregate nominal value of the shares stated in the articles. This amount is different from the selling price of the shares or the market value of the business.
The founders commit to contributing a sum of money or eligible assets. In return, they hold an interest in the company. The company then owns its own assets, separate from their personal property.
Example: Léa contributes CHF 12,000 and Marc CHF 8,000 to an LLC with CHF 20,000 capital. In this simple example, using ordinary membership shares of equal nominal value, Léa owns 60% and Marc 40%. The combined CHF 20,000 belongs to the LLC.
Registered capital alone does not tell you the company’s value or today’s bank balance. A company with CHF 20,000 capital may have built up substantial cash reserves or incurred losses.
For the full incorporation process, read our article on starting a Swiss LLC.
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Understanding share capital with Romain Prieur
Watch Romain explain how capital works in a Swiss company. The video is in French.
What is the minimum capital for a Swiss LLC or SA/AG?
Swiss LLC: CHF 20,000, fully paid in
The entire chosen capital must be contributed at incorporation. You can set it above the legal minimum, but the higher amount must also be paid in fully.
An LLC with CHF 40,000 capital therefore requires CHF 40,000 in contributions. Paying the minimum CHF 20,000 and promising the balance later is not enough.
Is there a maximum capital for a Swiss LLC? No. Swiss law sets no upper limit. For example, you can choose CHF 200,000 if justified by your activity. The full chosen amount must then be paid in.
The minimum applies to the company as a whole, not to each member. Two members can therefore contribute the CHF 20,000 together in the agreed proportions.
For the requirements, costs and process, read our article on starting a Swiss LLC.
SA/AG: CHF 100,000, with at least CHF 50,000 paid in
An SA/AG must have share capital of at least CHF 100,000. At incorporation, shareholders must pay in at least 20% of each share’s nominal value and at least CHF 50,000 in total.
| Chosen share capital | Minimum total paid in, with a compliant allocation across shares |
|---|---|
| CHF 100,000 | CHF 50,000 |
| CHF 200,000 | CHF 50,000 |
| CHF 500,000 | CHF 100,000 |
These examples assume proportionate payment across shares. The rule is therefore not always “half the capital”. Both the overall threshold and the minimum per share must be met.
Unpaid capital remains payable. If an SA/AG has CHF 100,000 subscribed and CHF 50,000 paid in, the remaining CHF 50,000 is still owed by the relevant shareholders. The company can call for payment under the applicable rules. This is not a discount or an obligation to ignore in your personal budget.
Read more about incorporation and how this structure works in our article on the Swiss SA/AG.
For the other factors to consider, see our comparison of legal structures.
What does paying in share capital mean?
Subscribing means committing to take membership shares or shares and make the corresponding contributions. Paying in means actually making those contributions.
For a cash incorporation, money is deposited in a capital payment account in the name of the company being formed. It remains blocked during incorporation. After registration and acceptance of the required documents, the bank transfers it to the company’s account.
Distinguish two events: the founders paying in the capital and the bank releasing the funds. The first fulfils the contribution obligation; the second allows the company to use the money.
Documents, bank fees and release arrangements are explained in our article on Swiss capital payment accounts.
All or part of the capital can also consist of eligible assets. Contributions in kind have specific requirements and supporting documents. Read our article on contributions in kind to an LLC or SA/AG (in French) (in French). A contribution in kind gives the company an asset but does not create cash to pay its bills.
Can you use the capital after incorporation?
Yes. Once released, the company can use the money for business purposes: equipment, goods, rent, insurance, software, marketing or salaries for actual work.
Keep invoices and supporting documents. Expenses must belong to the company, be correctly recorded and remain compatible with its interests and commitments.
Example: an LLC starts with CHF 20,000
To illustrate the mechanism, take a simplified example with no VAT, initial depreciation, debt or other transactions:
| Transaction | Cash left in the bank | Effect in this example |
|---|---|---|
| Initial cash contribution | CHF 20,000 | Share capital: CHF 20,000 |
| Purchase of CHF 5,000 of durable equipment, recorded as a fixed asset | CHF 15,000 | The company holds CHF 15,000 in cash and CHF 5,000 of equipment |
| Payment of CHF 3,000 in rent | CHF 12,000 | The expense creates a CHF 3,000 loss because there is no revenue in this example |
At the end, registered capital remains CHF 20,000. Cash is CHF 12,000. Equity is CHF 17,000: CHF 20,000 capital less the CHF 3,000 rent-related loss, with no revenue in this example.
Buying equipment converts cash into another asset. Consumed expenses reduce profit. Later, depreciation of the equipment will also affect the result.
Must CHF 20,000 remain in the bank at all times?
No. Minimum capital is not a bank balance that must remain untouched after incorporation. Directors must nevertheless monitor liquidity, losses and the company’s financial position and take the required action if difficulties arise.
A bank balance below CHF 20,000 does not automatically mean the capital has been lost. Conversely, a large cash balance does not prove financial health if the company has substantial debts to pay.
Our accounting service for Swiss companies and SMEs helps you monitor these figures in your accounts.
Can you take the capital back personally?
The bank’s release does not reimburse the founders. Money goes to the company, a legal entity separate from its members or shareholders.
For an SA/AG, Article 680(2) of the Code of Obligations prohibits shareholders from demanding repayment of their contributions. Article 793(2) likewise prohibits repayment of contributions to LLC members. These rules explain why you cannot freely take back the capital after incorporation. See the Code of Obligations on Fedlex.
You may receive company payments for a valid reason: salary for work done, reimbursement of documented business expenses or a lawfully approved dividend where the conditions are met. This does not allow unrestricted withdrawal of the original contribution.
A dividend distributes profit or distributable reserves. It is not an automatic repayment of capital. Nor does a capital contribution become a repayable loan simply because it is posted to a member’s current account.
Example: you pay CHF 20,000 to form your LLC. After release, you cannot transfer it back to your private account labelled “capital recovery”. The company can, however, buy the computer it uses and reimburse a business invoice you paid on its behalf, with supporting documentation.
Repayment through a formal capital reduction or liquidation follows a specific procedure. If you sell your shares to a third party, the buyer pays the sale price to you; the sale does not authorise you to withdraw the company’s cash.
How much capital does your business actually need?
The legal minimum allows incorporation. It does not guarantee an adequate launch budget.
Add up formation expenses, investments, expected cash outflows before your first receipts and a contingency margin. Deduct only financing that is actually available.
Budget example: a workshop needs CHF 14,000 for equipment, CHF 2,000 for start-up costs and CHF 9,000 to bridge the gap before its first customer payments. Its initial requirement is CHF 25,000. A CHF 20,000 contribution leaves a CHF 5,000 shortfall, even though the LLC’s legal minimum is met.
The additional need can be covered by more equity or suitable financing. A member’s loan is a company debt with its own terms; it does not replace payment of the legal share capital.
Conversely, increasing nominal capital simply to display a large figure is not always useful. Base the decision on your budget, business risks and financing structure.
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Share capital, equity and cash: understand the difference
| Concept | What it shows | What changes it |
|---|---|---|
| Share capital | Nominal amount in the articles of association | Formal capital transactions |
| Equity | Accounting resources attributable to owners after deducting liabilities | Contributions, profits, losses, distributions and other accounting movements |
| Cash | Money available to pay bills | Receipts and payments |
A profitable company can still run short of cash if customers have not paid their invoices. It can also hold cash from a loan without that loan increasing its equity. For a sound launch, consider all three figures together: registered capital, equity and available cash.
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Frequently asked questions about Swiss share capital
What is the minimum capital for a Swiss LLC?
The minimum is CHF 20,000 for the whole company. The chosen capital must be fully paid in at incorporation. If the articles state CHF 40,000, contributions must cover that full amount.
Can you start an SA/AG with CHF 50,000?
Yes, as the initial contribution to an SA/AG with CHF 100,000 subscribed capital, provided the payment rules are met: at least 20% of each share’s nominal value and CHF 50,000 overall. Unpaid subscribed capital remains owed. Incorporation costs are separate.
Does capital remain blocked after incorporation?
The bank block is temporary. Once the company is registered and the bank accepts the documents, funds move to its account. They can then finance business expenses and investments.
Can the contributed capital pay my salary?
Yes, if the salary pays for real work, is appropriate, is correctly recorded and complies with social insurance obligations. The company must also remain able to meet its other commitments. A fictitious salary cannot be used to withdraw your contribution freely.
Does capital decrease when the company pays invoices?
Nominal registered capital does not change simply because an invoice is paid. Cash decreases. The equity effect depends on the transaction: a consumed expense and the purchase of a durable asset have different accounting treatments.
Does higher capital offer better protection?
Adequate equity helps absorb losses and fund operations. But registered capital does not guarantee current solvency. Assets, liabilities, liquidity and forecast budgets must also be reviewed.
Can you increase share capital later?
Yes. An increase requires a valid company resolution and the corresponding formalities, including amendment of the articles and commercial registration. A simple bank transfer does not automatically increase registered capital.
Can you start a business without minimum share capital?
A sole proprietorship has no legal minimum capital. It still needs financing to launch, and its owner is personally liable for business debts. Consider the whole project when choosing a structure.
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Official sources
- Code of Obligations — Fedlex: Articles 621 and 632 (SA/AG), 773 and 777c (LLC), 680 and 793 (contributions), 725 onwards and 820 (financial position).
- SECO SME Portal — LLC.
- SECO SME Portal — Legal framework for an SA/AG.
- SECO SME Portal — Limited company and movement of funds.
- SECO SME Portal — Sole proprietorship.
Numerical cases are simplified educational examples.
Romain Prieur is a Swiss-qualified accountant and founder of Entreprendre.ch. With more than ten years of experience in auditing and supporting Swiss businesses, he advises entrepreneurs on company formation, accounting and taxation.
