It's the first question almost every founder in Switzerland faces: GmbH or AG? On the surface, the two look similar — both are capital companies, both limit liability, both are taxed the same way. The differences are in the detail. And those details are what determine which structure is actually right for your situation.
We've guided hundreds of incorporations — from the lean one-person consulting GmbH to the AG with a multi-tier shareholder structure. Here are the criteria that actually matter.
The short version
- The GmbH is the standard choice for SMEs, advisers, the self-employed, family businesses, and anyone with a straightforward ownership structure.
- The AG is the right fit for larger ventures, companies bringing in external investors, structures requiring shareholder privacy, or situations where market positioning matters.
Side-by-side comparison
| Criterion | GmbH | AG |
|---|---|---|
| Minimum capital | CHF 20,000 (fully paid in) | CHF 100,000 (at least 50,000 paid in) |
| Number of founders | Min. 1 | Min. 1 |
| Owner privacy | Members publicly listed in the commercial register | Shareholders not in the commercial register — discreet |
| Share transfers | Requires notarisation and commercial register update | Shares transfer informally — no notary required |
| Incorporation costs | from CHF 500 (UniExe) plus official fees | from CHF 500 (UniExe) plus official fees |
| Audit obligation | Only above 10 full-time employees | Limited statutory audit required (opting-out possible) |
| Market positioning | Credible, suited to SMEs | Carries more weight in international and B2B contexts |
When does a GmbH make sense?
The GmbH is the most common corporate form in Switzerland — over 70% of all Swiss capital companies are GmbHs. That's not a coincidence:
- Low entry barrier: CHF 20,000 minimum capital is within reach for most founders.
- Simple governance: Shareholdings, decision rights, and responsibilities are transparent and easy to manage.
- Identical tax treatment to the AG: The same federal and cantonal rules apply to both.
- Lower running costs: Fewer formal requirements and simpler accounting obligations.
Typical GmbH profiles: consultancies, IT providers, trades businesses, restaurants, small import/export operations, and family businesses up to around CHF 5m in revenue.
When does an AG make sense?
Choose an AG when:
- You're bringing in external investors — shares transfer without notarisation, and investors are familiar with the AG structure.
- Shareholder privacy matters — AG shareholders don't appear in the commercial register; GmbH members do.
- You're deploying significant capital — real estate acquisitions, larger investment vehicles, or international operations.
- Market positioning is a factor — an AG carries more weight in international business and with institutional B2B clients.
- You have a complex ownership structure — different share categories (ordinary, preference, participation) can be mapped cleanly within an AG.
Typical AG profiles: tech startups with investor backing, real estate companies, holding structures, family offices, and businesses with a significant international presence.
Common misconceptions
"The AG is more prestigious than the GmbH"
Not accurate. Both are fully-fledged capital companies with limited liability. Banks, suppliers, and clients treat a well-run GmbH just as seriously as an AG. The prestige advantage of the AG is real, but it primarily applies in international business or at significant scale.
"The AG has a better tax position"
No. GmbH and AG are taxed identically — both at the corporate level, with dividends subject to preferential partial taxation when distributed to individuals. The legal form has no direct impact on the tax burden.
"An AG gives me anonymity"
Partly. Shareholders don't appear in the commercial register — but the board of directors and any sole managing director do. Full anonymity doesn't exist in Switzerland: beneficial ownership registration (UBO) applies regardless of legal form.
Three questions to decide
- Do you expect to bring in external investors? → Yes: AG.
- Do you need shareholder privacy in the commercial register? → Yes: AG.
- Can you comfortably deploy CHF 100,000 as share capital? → No: GmbH for now — you can always convert.
All three answered "no"? The GmbH is your answer — simpler, cheaper, and entirely adequate for the purpose.
What UniExe does for you
We manage the full process: advising on legal form in the initial consultation, drafting the articles of association, coordinating the notary appointment (in Zurich or by video notarisation from abroad), handling the commercial register entry, and completing all official registrations — social security, VAT, bank account.
End to end, this typically takes 2–4 weeks. With fully digital handling — including for clients based abroad — often faster.
Which legal form is right for you?
30-minute initial consultation — free of charge, no obligation. We'll identify the right structure for your situation and lay out the concrete next steps.