Public Limited Company (Swiss AG)

You are here: Home » Company Formation » Company Formation Switzerland » Public Limited Company (Swiss AG)

The public limited company (AG) is the most popular and widespread legal form in Switzerland. However, not only the spread of this respective legal form is the highest, but also its reputation.

 *  one time fee **  yearly fee

Incorporation Process Setup your company in 3 easy steps

    • Provide us with the company name of your wish. We will check the name for availability for you for free.
    • Prepare your bank reference letter.
    • Prepare your proof of residence, like your last phone or electricity bill. Please not older then 3 month.
    • Prepare your passport copy. The passport should be valid for at least 6 month.
    • Please prepare your business plan and the nature of business in detail.
    • Let us know when youre ready and send us a scan copy of the documents for a pre check or call us for any questions +41 41 740 60 20.
    • We will prepare the application for incorporation and the memorandum and articles and open the blocked account on behalf of the company to transfer the share capital of CHF 100’000.-
    • Please note, the bank will may ask for a personal meeting with the shareholder before activating the blocked account *new compliance procedure.
    • As soon as the share capital is credited to the blocked account, we will proceed with the company incorporation *notary meeting and register the company at the swiss trade register.
    • The Bank will receive the legalized certificate of incorporation and open the account.
    • The share capital will be will be transferred to the corporate bank account.
    • The company is from now on ready to use.
    • E-banking and debit cards, as well wealth management and other services are ready to use.

    The public limited company (AG) is the most popular and widespread legal form in Switzerland. However, not only the spread of this respective legal form is the highest, but also its reputation. The private limited company (GmbH), which is the second most important legal form of a company is statistically less viable and therefore performs poorer in the creditworthiness ranking, compared to the public limited company.

    The formation

    For the formation of a public limited company a minimum share capital of CHF 100.000.- is required. Thereof 20 %, but at least CHF 50.000.- must be paid in (underwritten) or secured by tangible assets at the point of formation. After the incorporation (registration in the commercial register) it can be disposed of the paid in capital in the interest of the company.

    Taxation (based on the  example – Canton Zug – low tax region)

    The AG and GmbH are both taxed as legal persons. We distinguish between the direct federal tax and the cantonal and municipal taxes. Income taxes require the federal and cantonal. However, there are at the federal level no capital taxes.

    8.5% based on the net profit
    6.5% bases on the profit – Kanton Zug
    0.75 promille based on the equity – Kanton Zug

    Administration (Board Member)

    At the point of formation a minimum of one administrative board member has to be appointed. The administrative board can be made up of one or more individuals. A minimum of 1 Person of the members of the board must be persons who are resident in Switzerland and possess Swiss or EU-citizenship. Solutions for foreign companies founders are the fiduciary Board – more here.

    Statutory auditors

    The statutory auditors have to examine the financial statements and underlying accounts as well as the supporting documents to truth and clarity. There is no audit obligation, unless the company has more than 10 employees and more than CHF 10.000.000.- turnover.

    The formation of a public limited company must be notarized. Starting from the formation a period of 14-21 days is expected until the registration in the commercial register.

    Minimum denomination of shares of a public limited company

    The minimum denomination of shares is CHF 0,01.-, meaning 1 Rappen. Therefore, in a public limited company with a minimum capital of CHF 100.000.- a maximum of 10 million shares à CHF 0,01.- can be issued. Such a small denomination of shares is only recommended when “going public”.

    The common denomination are CHF 1.000.- (thousand francs) per share.

    Property situation and transferability of shares

    The shareholders are the owner of the public limited company. Both registered shares and bearer shares can be issued.

    In case the public limited company disposes of registered shares, the company has to keep a share register. In the share register the respective owners of shares are registered. The transfer of shares requires an assignment (declaration of assignment). For registered shares, the transferability of shares may be complicated by the statutes.

    In case of bearershares, the title to the share embodies the right to the company. A rapid and anonymous is possible at any time by handing over the share.

    Registered shares and bearer shares can be issued simultaneously. This makes sense, if the voting- and the right to the capital shall be weighted differently. Hence, the registered shares will be issued with a lower face value and the voting right depends on the number of shares. This gives the registered shares a greater weight in voting.

    The ownership is not publicly visible. The management of the company knows the shareholders, which own registered shares. Shareholders of bearer shares may even be unknown to the management of the company.

    Contingencies

    The accountability of liabilities in the corporation is limited to the capital of the company. If this has been paid in full, the shareholder will be held liable only to the extent of an existing loan to the company with his private fortune. In case the share capital has not been paid in fully, the shareholder must contribute the not paid in share capital in arrears.

    In the context of accountability, liability claims may be extended to the board of directors, the management as well as the auditors.

    For the unpaid AHV-contributionswithholding taxes and the direct federal tax, the board of directors may be held jointly liable, if the board of directors was responsible for the payment of these contributions.

    Founding & administrative expenses

    The cost of setting up and running a Public Limited Company (PLC) in Switzerland is based on the following charges: one-time cost, annual cost and optional fees.

    one-time annual power/hour *optional
    Founding & Bank X - - -
    domicile/post - X - -
    nominee director - X - X
    nominee shareholder - X - X
    accounting - - X -
    telefonservice (virtual office) - ¼ quarterly - X

    *optional service (not mandatory) Are you interested in establishing a company in Switzerland? We will send you, based on your request a detailed offer. Upon request, we will discuss your request in advance by telephone +41 41 740 60 20 or by E-mail. » to the contact options

    Establishment procedure for a public limited company (AG)

    For the foundation at least one founder is required, irrespective of his nationality or residence. Any or all founders can also be legal persons.

    At a minimum share capital of CHF 100.000.- a minimum of CHF 50.000.- needs to be paid into an escrow account at a Swiss bank at the foundation of the company. After registering the company in the commercial register the capital will be transferred to a regular corporate account, where it is at leisure.

    The enterprise is established by the founders declare in a public document, to found a public limited company, set up the statutes and order the organs (board of directorsauditors). The actual founding act is performed at the on-site notary of Swiss Financial Yard AG. After the foundation, the company´s registration with the commercial office of the future seat of the company, will be applied by a accredited certificate of incorporation.

    On the share capital, which exceeds a thresold of CHF 250.000.-, a federal stamp tax, a so-called stamp-duty of 1% is payable.

    Activities which are subject to approval

    In Switzerland there is freedom of trade and commerce. Hence, in principle, everyone is entitled to trade and commercial activities, whereby a large share of activities can be done without a permit.

    We are pleased to inform you about the activities which are subject to approval. On demand, we provide a suitable domicile for your company, preferably in low-tax cantons. Do you want to found a public limited company in Switzerland? Feel free to contact us, we will be pleased to answer all your questions and provide you with a convenient offer. » to the contact options

    Show Comments