The GmbH and AG both provide a Swiss corporate structure, but their capital requirements, public disclosure and governance differ. The right choice is driven by ownership, fundraising and operating needs.
Capital requirement compared
A GmbH requires at least CHF 20,000 in share capital, fully paid or validly contributed in kind. An AG requires CHF 100,000 in share capital, with at least CHF 50,000 or 20% paid in at incorporation, whichever is higher. Capital is not the same thing as a fee: it belongs to the company subject to applicable rules.
Shareholder disclosure
GmbH shareholders are named in the commercial register. AG shareholders generally do not appear in the public commercial-register extract merely because they own shares, although beneficial-ownership, internal-register and disclosure rules still apply. Neither form should be treated as anonymous to banks or authorities.
Governance and fundraising
A GmbH is often considered for closely held businesses that value a relatively straightforward ownership arrangement. An AG commonly suits businesses anticipating share transfers, more complex investor participation or a board-led structure. Both must satisfy Swiss representation and corporate governance requirements.
Conversion between forms
Changing a GmbH into an AG can be possible under Swiss restructuring rules, but it is a formal legal process, not a simple rename. Plan for resolutions, capital requirements, notarial documentation, creditor issues where applicable, and commercial-register filings. Ask a Swiss specialist to examine timing and tax effects.
Decision checklist
Compare incorporation capital, public ownership visibility, expected investors, transferability, governance cost and ongoing administration. Do not choose solely on the minimum cash required: plan accounting, bank onboarding and the real management footprint too.
Frequently asked questions
Does an AG always require CHF 100,000 in cash upfront?
No. The statutory share capital is at least CHF 100,000, but the initial paid-in minimum is generally CHF 50,000 or 20%, whichever is higher.
Are GmbH owners publicly listed?
Yes, GmbH shareholders are identified in the commercial register.