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How to register a company in Switzerland

Switzerland is a premium, low-tax jurisdiction that is deliberately not built for arms-length remote formation. There is no nationality or residency requirement to OWN a Swiss GmbH (Gesellschaft mit beschraenkter Haftung) — a single foreigner can hold 100% of the shares — but the formation itself runs through a Swiss notary, a Swiss bank, and the cantonal commercial register (Handelsregister, searchable nationally on Zefix). You cannot click a company into existence the way you can a UK Ltd; you assemble a notarized public deed, pre-fund CHF 20,000 of capital, and prove a real local anchor before the register will enter you. Three things shape the whole process for a non-resident and are worth fixing in your mind up front. First, the CHF 20,000 minimum capital must be FULLY paid in before incorporation, deposited into a Swiss capital-payment (blocked) account and confirmed by the bank. Second, a notarial public deed of incorporation is mandatory — a notary authenticates the founding act, the articles, and the Stampa and Lex Koller (formerly Lex Friedrich) declarations. Third, under Article 814(3) of the Swiss Code of Obligations the GmbH must at all times have at least one managing officer who is RESIDENT in Switzerland and can represent it with unrestricted individual signature. That last requirement, not ownership, is what most foreign founders have to buy their way around.

Switzerland overview How we research
Country
Switzerland
Topic
How to register
Reviewed
June 2026

By the Lanzamo Editorial Team · Reviewed June 2026 · How we research

  1. 1

    Choose and clear a company name

    Pick a name and check it against Zefix, the federal commercial-register search, and ideally pre-clear it with the cantonal register or the Federal Office of the Commercial Register (EHRA). A GmbH name must carry the legal-form suffix 'GmbH'. Swiss name law is stricter than the UK's about descriptive, misleading or geographic names, so confirm availability before paying for a notary slot.

  2. 2

    Decide canton, registered office and legal form

    Choose your canton deliberately — it sets your effective tax rate (e.g. Zug ~11.85% vs Bern ~20.54%) and your registered office (Sitz) must be a real address in that canton. Confirm GmbH versus AG: a GmbH needs CHF 20,000 fully paid and publicly names its quota-holders, while an AG needs CHF 100,000 (at least CHF 50,000 paid) but keeps shareholders private. For most first-time non-resident founders the GmbH is the cheaper, lighter entry point.

  3. 3

    Open a capital-payment (blocked) account and deposit CHF 20,000

    Before the notary can act, you open a capital-payment account (Kapitaleinzahlungskonto / compte de consignation) at a Swiss bank in the company-in-formation's name and wire in the full CHF 20,000. The bank issues a capital-deposit confirmation; the funds are blocked until the company is entered in the register. This is the single hardest step from abroad — Swiss banks run strict KYC/source-of-funds checks on a foreign-controlled start-up before they will even open the blocked account.

  4. 4

    Draft the articles of association and founding documents

    Prepare the articles of association (Statuten) setting out the company purpose, registered office, capital and quota structure, plus the founders' resolutions appointing the managing officers. A foreigner abroad can be represented by a Swiss notary or fiduciary acting under a notarized power of attorney, so you do not strictly have to fly in — but the documents must be in proper form for the canton (often German, French or Italian).

  5. 5

    Secure a Switzerland-resident managing officer

    Per Art. 814(3) CO, at least one Geschaeftsfuehrer (managing officer) with unrestricted individual signing authority must be domiciled in Switzerland. A non-resident owner who has no Swiss-resident partner typically engages a fiduciary that provides a resident director/representative on a supervised mandate — an ongoing annual cost and dependency, not a one-off. Lock this in before the deed, because the register checks it.

  6. 6

    Sign the notarized public deed of incorporation

    A Swiss notary authenticates the founding act (Errichtungsakt): the founders (or their attorney) sign the deed, the notary certifies the articles and the signatures, and the Stampa declaration (confirming no hidden in-kind contributions) and the Lex Koller declaration (foreign real-estate acquisition rules) are completed. Notary fees typically run roughly CHF 700–2,000 for a standard GmbH. This step has no online substitute.

  7. 7

    File with the cantonal commercial register (Handelsregister)

    The notary submits the deed, articles, capital-deposit confirmation, the Stampa/Lex Koller declarations and the officers' acceptance to the cantonal Handelsregister. The standard register entry fee is around CHF 600 for a GmbH capitalised up to CHF 200,000. On approval the company legally exists, the entry is published in the Swiss Official Gazette of Commerce (SHAB/SOGC), and a federal business identification number (UID) is assigned.

  8. 8

    Release the blocked capital into an operating account

    Once you present the commercial-register extract to the bank, it unblocks the CHF 20,000 and the capital-payment account converts into (or transfers to) a normal business account. Only now is the cash actually usable by the company — a sequencing detail that surprises founders who assume the deposit is spendable from day one.

Realistic timeline: Plan on 2–4 weeks once the capital is deposited and the deed is signed — but the clock really starts earlier and the slow links are upstream, not the register itself. Opening the capital-payment account at a Swiss bank and clearing its KYC can take days to weeks for a foreign-controlled company, and lining up a resident managing officer takes lead time too. The notary deed and the cantonal register entry are comparatively quick (often a few business days after a complete filing). Realistically, budget a month or more from first contact to a fully operational, bankable, VAT-considered company.

Right after you incorporate

Register with the cantonal and federal tax authorities

A new GmbH is registered for cantonal/communal and federal direct tax via the cantonal tax office; the federal layer is administered alongside the canton. You will receive your tax references and begin filing an annual corporate tax return with the canton. There is no separate federal franchise registration — the canton is your primary counterparty for income and capital tax.

Register for VAT if you cross CHF 100,000

VAT registration with the Federal Tax Administration (ESTV/AFC) is mandatory once worldwide turnover from taxable supplies reaches CHF 100,000 — the threshold counts global turnover, not just Swiss sales. A foreign-controlled company with no fixed Swiss establishment that becomes liable generally needs a Swiss fiscal representative for VAT. Below the threshold you can register voluntarily to recover input VAT.

Convert the blocked account and set up real banking

Move from the capital-deposit account to a working business account (and, if you bill internationally, add a multi-currency rail). Swiss banks are slow and selective with foreign-controlled companies, so having the resident representative co-sign or vouch for the relationship materially helps. Plan this in parallel — you need a live account to pay your fiduciary, the VAT, and salaries.

Engage a fiduciary for bookkeeping and statutory accounts

Swiss law requires proper double-entry bookkeeping and annual financial statements. A small GmbH that stays under the size thresholds (broadly fewer than ~10 full-time staff and below balance-sheet/turnover limits) can usually opt out of a statutory audit by an 'opting-out' resolution, which keeps costs down. Most non-residents run the books through the same Treuhand/fiduciary that supplies the resident representative.

Register for social security if you pay salaries

If the company pays any salary — including to a managing officer — it must register with a compensation office (AHV/AVS) for old-age, disability and unemployment social-security contributions, plus occupational pension (BVG) above the entry threshold and accident insurance. A non-resident owner who draws profit only as dividends can defer this, but a Swiss-resident managing officer who is remunerated triggers it.

Frequently asked questions

Can a foreigner own 100% of a Swiss GmbH without living in Switzerland?

Yes. There is no nationality or residency requirement on the quota-holders (owners) of a GmbH, so a single non-resident can own the whole company. The catch is governance, not ownership: under Art. 814(3) of the Code of Obligations the company must always have at least one managing officer with unrestricted individual signing authority who is resident in Switzerland.

Do I have to fly to Switzerland to incorporate?

Not necessarily. The notarized deed can be signed by a Swiss notary or fiduciary acting for you under a notarized power of attorney, so the formal steps can be handled by a local agent. In practice, the bank KYC for the capital-deposit account and the need for a resident representative mean you are working closely with Swiss professionals either way — it is far less of a do-it-from-a-laptop process than the UK or Estonia.

Why must the CHF 20,000 be paid in before the company exists?

Swiss company law requires the GmbH's stated capital to be fully paid up and verifiably on deposit before the register will enter the company. You wire CHF 20,000 into a blocked capital-payment account, the bank confirms it to the notary, and the funds stay frozen until the commercial-register entry is published — at which point they are released into a normal business account.

What exactly is the Switzerland-resident representative for?

It satisfies Art. 814(3) CO: the company must be reachable and represented by a real person physically present in Switzerland who can sign for it without restriction. If none of your owners or officers lives in Switzerland, you mandate a fiduciary to provide a resident director/representative. It is a recurring service fee (often several thousand CHF a year), not a formality you can skip.

Sources

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