Business TypeAG · SA · SpA

AG (SA / Aktiengesellschaft) in Switzerland

The AG (SA / Aktiengesellschaft) is Switzerland's flagship corporate form, the structure of choice for capital raising, employee share schemes, and publicly listed companies. CHF 100,000 minimum capital, board of directors, mandatory statutory audit above thresholds.

CHF 100K
Minimum capital
Board
Min. 1 director with Swiss residence
Audit
Required above thresholds
Shares
Registered shares only (post-2019)
Verified against official sources in Switzerland. AHV-IV, ESTV, KMU Portal, and ZEFIX.
Status: current
CantonGenevaZurichZugBernBaselVaud
TopicVATCompany FormationAHVEmploymentData ProtectionAnnual Obligations
Business typeFreelancerGmbHAGEmployer
Key Numbers

AG compliance at a glance

CHF 100K
Minimum capital
50% (CHF 50,000) paid at formation; remainder can be called later.
Board
Min. 1 director with Swiss residence
Director can be foreign IF one resident or EU/EFTA representative is appointed.
Audit
Required above thresholds
Above 2 of 3: CHF 20M assets, CHF 40M revenue, 250 FTE.
Shares
Registered shares only (post-2019)
Bearer shares no longer permitted under transparency rules in Switzerland.
Legal Structure

AG, what it is and what it means

A complete reference for the AG structure in Switzerland, rights, obligations, and the things that catch founders off guard.

Structure and governance
Legal formAG (SA / SpA)
CapitalCHF 100,000 minimum
Capital paid at formation50% (CHF 50,000) minimum
LiabilityLimited to share capital
Board of directorsMin. 1, Swiss-resident representative
Bearer sharesNo longer permitted (2019)
Commercial registerZEFIX (federal)
zefix.ch
AGMMandatory annual
Tax and operations
Corporate tax rate8.5% federal + cantonal (11.9% Zug to 24.1% Geneva)
VAT thresholdCHF 100,000 worldwide revenue
Dividend distributionAvailable, 35% withholding tax
Statutory audit (ordinary)Required above thresholds
Statutory audit (limited)Required, opt-out possible for small AG
BookkeepingFull double-entry; Swiss GAAP FER for larger AGs
Year-end deadlineJahresabschluss within 6 months
Withholding tax registrationRequired for dividend-distributing AGs
Watch Out

What every AG in Switzerland must handle

These four areas cover the vast majority of compliance obligations. Each has hard deadlines and real penalties for non-compliance.

Audit costs scale fast above thresholds
Crossing 2 of 3 ordinary-audit thresholds means CHF 15K to CHF 40K+ in annual audit fees. Many growing AGs feel the shock in year 3 of strong growth. Track thresholds quarterly so the audit firm has time to plan, and so you can budget.
Capital not paid up is real exposure
If only CHF 50,000 of the CHF 100,000 is paid at formation, the unpaid CHF 50,000 is a contingent liability of each shareholder. The board can call up the unpaid balance any time. Plan for the call; don't treat it as theoretical.
Board liability is personal
Directors are personally and jointly liable for breaches of duty, negligence, or AHV/VAT non-payment. D&O insurance covers most situations but not gross negligence or fraud. Board members should review D&O cover before joining the AG board.
Bearer shares conversion deadline passed
All bearer shares had to be converted to registered shares by April 2021. AGs that did not convert face suspension of shareholder rights and eventual cancellation. If you acquire a legacy AG, verify the share register before signing any deal.

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