Business TypeGmbH · Sarl · Sagl

GmbH (Sàrl) in Switzerland

The GmbH (Sàrl in French, Sagl in Italian) is Switzerland's most popular legal form for SMEs. CHF 20,000 capital, limited liability, mandatory annual accounts and General Meeting. This hub covers formation, governance, and the annual compliance cycle.

CHF 20K
Minimum capital
1 director
Minimum management requirement
Annual
Jahresabschluss required
Notary
Public deed of formation required
Verified against official sources in Switzerland. AHV-IV, ESTV, KMU Portal, and ZEFIX.
Status: current
CantonGenevaZurichZugBernBaselVaud
TopicVATCompany FormationAHVEmploymentData ProtectionAnnual Obligations
Business typeFreelancerGmbHAGEmployer
Key Numbers

GmbH compliance at a glance

CHF 20K
Minimum capital
Fully paid in cash at formation. Stored at a Swiss bank until ZEFIX confirms registration.
1 director
Minimum management requirement
At least one with Swiss residence (or EU/EFTA citizen with Swiss residency).
Annual
Jahresabschluss required
Approval by General Meeting within 6 months of fiscal year-end.
Notary
Public deed of formation required
Statuts must be signed before a Swiss notary. Costs CHF 800 to CHF 3,500 by canton.
Legal Structure

GmbH, what it is and what it means

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

Structure and governance
Legal formGmbH (Sarl / Sagl)
CapitalCHF 20,000 minimum
LiabilityLimited to share capital
Notary requiredYes
Director / managerMin. 1, Swiss-resident
Commercial registerZEFIX (federal)
zefix.ch
AGM (General Meeting)Recommended, even single owner
Mandatory auditOpt-out below thresholds
Tax and operations
Corporate tax rate8.5% federal + cantonal (11.9% Zug to 24.1% Geneva)
VAT thresholdCHF 100,000 worldwide revenue
BookkeepingFull double-entry from day one
Dividend distributionAvailable, subject to 35% withholding tax
Director compensationSubject to AHV (employee treatment)
Year-end deadlineJahresabschluss within 6 months
Bookkeeping softwareBexio, Swiss21, Run my Accounts widely used
Watch Out

What every GmbH in Switzerland must handle

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

Capital is locked until registration
Once paid into the formation account, the CHF 20,000 cannot be withdrawn until ZEFIX confirms registration. Plan separate working capital; the locked balance is not available for early operating expenses.
Director salary vs dividend matters
Director salaries are AHV-deductible but trigger employer contributions. Dividends avoid AHV but face 35% withholding tax (partially reclaimable). Most SME GmbHs use a mix: minimum salary to optimise AHV, balance as dividend. Discuss with a fiduciary before the first payroll.
Personal liability still applies in some cases
GmbH directors can be personally liable for: unpaid AHV contributions, unpaid VAT, signing on behalf of the company without authority, and accounting fraud. Limited liability is a strong shield but not absolute. Maintain proper governance.
Audit opt-out has a paperwork cost
Annual opt-out (Verzicht auf eingeschränkte Revision) requires unanimous shareholder consent and a filing. Missing the filing means an audit becomes mandatory for that year, with associated cost. Calendar the opt-out renewal each year.

Not sure where GmbH compliance applies to you?

Get a free personalised report covering your specific situation, GmbH-specific rules included.

Related hubs

By topic or canton

The GmbH structure is federal, but topics + canton shape how rules apply.

By topic
By canton
Articles

Guides for GmbH

Countrywideannual-obligations

GmbH Annual Obligations Switzerland: Year-End Guide

GmbH annual obligations in Switzerland: Jahresabschluss, audit thresholds, AGM, cantonal corporate tax return, and the year-end calendar.

Verified6 min read
Genevavat

VAT Registration Geneva: Complete Guide for Businesses

VAT registration in Geneva (TVA): CHF 100,000 threshold, online application via SuisseTax, and what Geneva-based and foreign companies must do.

Verified6 min read
Countrywidevat

VAT Registration Number Switzerland: Complete Guide

VAT registration number Switzerland: how to obtain it via ESTV, MWST registration thresholds, compliance steps, and rules for foreign businesses.

Verified5 min read
Vaudannual-obligations

Tax Return Vaud: Deadlines and Filing Guide

Tax return Vaud: filing deadlines, common deductions, and the online tools individuals and companies use to submit their cantonal return in Vaud.

Verified5 min read
Countrywideemployment

Hiring First Employee Switzerland: Compliance Checklist

Hiring your first employee in Switzerland: AHV employer registration, UVG insurance, BVG from CHF 22,680, source tax, year-end Lohnausweis.

Verified6 min read
Genevacompany-formation

Company Formation Geneva: Steps, Cost and Tax

Company formation Geneva: choose a legal form, meet capital and notary rules, register in the commercial register, and understand Geneva tax duties.

Verified6 min read
Zugcompany-formation

Setting Up a Company in Zug Switzerland: Founder Guide

Setting up a company in Zug Switzerland: low corporate tax, GmbH or AG choice, notary and ZEFIX steps, and practical advice for foreign entrepreneurs.

Verified6 min read
Zurichcompany-formation

Swiss Company Registration: Guide for Foreign Entrepreneurs

Swiss company registration: GmbH and AG steps via ZEFIX, Handelsregister filings, capital, notary, and what foreigners can do alone in Zurich.

Verified5 min read
Berncompany-formation

GmbH Formation Bern: Cost, Steps and Capital Guide

GmbH formation Bern explained: minimum capital, notary and registry costs, the founding steps, and the compliance duties every new Bern GmbH faces.

Verified4 min read