When starting your own company, the question quickly arises: GmbH or AG – which is better suited to my project? Both legal forms have their advantages – this article helps you find the optimal choice for your SME in Switzerland.
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GmbH vs. AG – the key differences
Minimum capital:
o GmbH: CHF 20,000
o AG: CHF 100,000 (at least 50,000 paid in)
Liability:
o Shareholders of a GmbH are only liable up to their contribution
o Shareholders of an AG also have limited liability
Shareholder structure:
o GmbH: up to 100 shareholders, more flexible regulations
o AG: ideal with multiple investors, transferability of shares
Disclosure requirements:
o AG must provide more disclosure (publish annual financial statements)
o GmbH has fewer obligations
Decision factors
1. Capital requirements
2. Financing options: Share investors tend to prefer the AG
3. Company size and governance: AG is better suited for growth
4. Tax planning: Holding AGs offer tax advantages
5. Flexibility vs. structure: GmbH is simpler, AG more professional
Checklist before incorporation
· Draft articles of association (company purpose, share capital, shares)
· Commercial register entry with incorporation service provider or notary
· Bank account with payment of share capital
· Submit partnership agreement/articles of association to the commercial register
FAQ – frequently asked questions
Can I switch from GmbH to AG later?
Yes – a conversion is possible, but involves effort and costs.
Do I need a managing director for a GmbH?
Yes, at least one managing director must be appointed; they can also be a shareholder.
Can shares be transferred easily?
For GmbH only with consent, AG shares are transferable without consent – this should be verified.
Now have legal questions (CO, employment, taxes) checked for your company – directly through our digital legal assistant Jurilo
