Set up a GmbH (limited liability company) in Switzerland
Form a Swiss GmbH/Sàrl, the most common vehicle for small and medium businesses. It requires CHF 20,000 of fully paid capital, a public deed before a notary and entry in the cantonal commercial register, and at least one representative resident in Switzerland.
- Timeline
- Roughly 2-4 weeks once the capital account and documents are ready
- Cost
- CHF 20,000 share capital (retained by the company), plus notary and commercial-register fees
- Steps
- 6 stages
Deadline — read this first
The capital-deposit confirmation must be current at incorporation; the company acquires legal personality only on entry in the commercial register.
Who can file
One or more founders, natural or legal persons, of any nationality.
Step by step
- 1
Choose and check the company name
Select a name and verify it is available in the Central Business Name Index (Zefix). The name must include the legal form (GmbH/Sàrl).
- 2
Open a capital-deposit account and pay in CHF 20,000
Deposit the full CHF 20,000 nominal capital into a blocked capital-contribution account at a Swiss bank, which issues a confirmation for the notary.
- 3
Draw up the articles of association
Prepare articles setting out the purpose, capital, quota holders and management. Appoint at least one managing officer with signing authority who is resident in Switzerland.
- 4
Sign the public deed of incorporation
The founders execute the incorporation before a Swiss notary, who certifies the deed, the articles and the capital confirmation.
- 5
Register in the cantonal commercial register
File the deed and supporting documents with the commercial register of the canton of the seat. Entry gives the GmbH legal personality and is published in the Swiss Official Gazette of Commerce.
- 6
Register for VAT and social insurance if applicable
Register for VAT if turnover reaches the threshold, and enrol the company and employees with the relevant old-age and social-insurance schemes.
Documents you must produce
- Articles of association
- Bank confirmation of the CHF 20,000 capital deposit
- Identification of founders and managing officers
- Declaration of acceptance by the managing officers
- Proof of a Swiss-resident representative with signing authority
Common mistakes that sink cases
- Forgetting the Swiss-residence requirement for at least one representative, which blocks registration.
- Underestimating that the CHF 20,000 must actually be paid in, not merely pledged.
- Choosing a name that clashes with the register or omits the legal form.
- Overlooking VAT and social-insurance registration once operations begin.
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