Setting Up an AG (SA) in Switzerland: Key Legal Requirements

Switzerland has long been known as a prime destination for international business. With its stable economy, low corporate taxes, and business-friendly legal framework, it’s no surprise that entrepreneurs are attracted to Swiss company registration. Among the most popular structures is the Aktiengesellschaft (AG) — known as Société Anonyme (SA) in French — a joint-stock company that offers credibility, limited liability, and access to global markets.

In this comprehensive guide, we’ll walk you through everything you need to know about setting up an AG in Switzerland, from legal requirements and documentation to tax obligations and post-registration compliance.

1. Why Choose an AG (SA) for Company Formation in Switzerland?

The AG (SA) structure is ideal for medium to large-sized enterprises looking to operate within or from Switzerland. Key benefits include:

• Limited liability: Shareholders are only liable up to the amount of their investment.
• Professional image: An AG is considered more prestigious than simpler structures like a sole proprietorship or GmbH.
• Access to capital: AGs can issue shares and attract both domestic and international investors.
• Anonymity: Only directors (not shareholders) must be publicly listed in the Swiss Commercial Register.

This structure is particularly appealing for foreign investors interested in company registration in Switzerland for holding, trading, or service-based businesses.

2. Key Legal Requirements for Setting Up an AG (SA) in Switzerland

To start the company formation process in Switzerland, several legal and administrative steps must be followed:

Minimum Share Capital

• The minimum share capital required to establish an AG is CHF 100,000.
• At least CHF 50,000 must be paid in before registration.
• Capital contributions can be in cash or kind (assets like intellectual property or machinery).

Founders and Shareholders

• A minimum of one shareholder (natural or legal person) is required.
• Shareholders can be Swiss or foreign — there are no nationality restrictions.

Board of Directors

• At least one director must be a Swiss resident. This can be an individual or a company represented by a Swiss-resident individual.
• If all directors are foreign, you must appoint a local manager or representative authorized to sign on behalf of the company in Switzerland.

Company Name

• The name must be unique and must include the designation “AG” or “SA.”
• It must not be misleading and should not infringe on trademarks or existing company names.

Articles of Association

This key legal document outlines:

• The purpose of the company
• Share structure and capital
• Shareholder rights
• Procedures for the general meeting and board decisions

Commercial Register Entry

• All AGs must be registered in the Swiss Commercial Register.
• The company gains legal status only after this registration is complete.

Domicile/Registered Office

• A physical address in Switzerland is required for company registration.
• This is often provided by a legal or fiduciary firm if the company doesn’t have its own office initially.

3. Swiss Company Registration Process for an AG

Setting up an AG involves several stages:

Step 1: Drafting Incorporation Documents

• Articles of Association
• Founders’ resolution
• Acceptance letters from directors and auditors (if applicable)

Step 2: Capital Deposit

• The required capital must be deposited into a blocked corporate bank account.
• The bank will issue a certificate confirming receipt of the funds.

Step 3: Notarization

• A Swiss notary public will authenticate the incorporation documents.
• Shareholders and directors (or their legal representatives) typically need to be present or grant power of attorney.

Step 4: Registering the Company

• Submit the notarized documents, bank certificate, and proof of domicile to the Cantonal Commercial Register Office.
• Once approved, the company is assigned a unique company number and VAT number (if applicable).

Step 5: VAT Registration (if needed)

• If annual turnover exceeds CHF 100,000, registration for Swiss VAT (Mehrwertsteuer) is mandatory.

Also Read: What are the Documents Required for Company Registration in Bermuda

4. Taxation and Compliance for AG Companies in Switzerland

Understanding the tax implications is vital for anyone pursuing company formation in Switzerland.

Corporate Taxes

• Federal corporate tax: ~8.5%
• Cantonal and communal taxes: Vary, but total effective tax rates typically range between 12% and 21%, depending on the canton.
• Switzerland offers tax incentives for certain industries, such as fintech, R&D, and holding companies.

VAT (Value Added Tax)

• Standard rate: 7.7%
• Reduced rate (e.g., food, medicine): 2.5%
• Special rate for hotels: 3.7%

Withholding Taxes

• Dividends: 35% (can be reduced or eliminated under double tax treaties)
• Interest and royalties: May also be subject to withholding depending on source and recipient

Annual Requirements

• Annual general meeting (AGM)
• Filing of annual financial statements
• Statutory audit (mandatory if thresholds are exceeded or requested by shareholders)
• Filing corporate income tax returns

Staying compliant ensures your Swiss AG remains in good standing with authorities and avoids penalties.

5. Post-Incorporation: What Comes Next?

After registering your AG in Switzerland, several operational and compliance steps follow:

Open a Company Bank Account

• Once the company is registered, the previously blocked capital can be transferred to the regular corporate account.

Hire Staff and Register for Social Security

• If you plan to employ staff, you must register with:
  • AVS/AI/APG (social insurance)
  • LAA (accident insurance)
  • Pension fund (if salaries exceed CHF 21,510/year)

Obtain Business Licenses (if applicable)

• Depending on your industry (e.g., finance, healthcare), additional licensing or regulatory approval may be needed.

Conclusion

Setting up an AG (SA) in Switzerland offers immense advantages, especially for entrepreneurs and companies aiming to expand within the European or international market. The Swiss legal framework supports foreign ownership, low taxation, and a strong banking and infrastructure system — all while maintaining a reputation for economic stability.

However, company formation in Switzerland does come with precise legal and tax obligations. Understanding the necessary steps and maintaining compliance will help your company not only register successfully but thrive in Switzerland’s competitive environment.

For many, partnering with local legal and fiduciary experts can simplify the Swiss company registration process and ensure all bases are covered — from incorporation to ongoing tax compliance.

Also Read: What are the Requirements for Company Incorporation in Netherlands

Frequently Asked Questions (FAQ)

1. Can a foreigner set up an AG in Switzerland without being a resident?

Yes, foreigners can fully own a Swiss AG. However, at least one board member or authorized representative must be a Swiss resident to fulfill legal requirements.

2. How long does it take to complete company registration in Switzerland?

Typically, setting up an AG takes between 2 to 4 weeks, depending on the complexity of the structure and completeness of documentation. Using professional services can help streamline the process.

3. Do I need to appoint an auditor for my AG in Switzerland?

Not always. Small companies can opt for a limited audit or no audit if they meet the criteria: fewer than 10 full-time employees and unanimous shareholder agreement. Larger companies must undergo a full audit.