Choose a GmbH if you want the lowest capital requirement (CHF 20,000) and cost, and a public shareholder register is acceptable. Choose an AG if you need CHF 100,000 capital anyway, value shareholder confidentiality, or plan to raise investment or transfer shares easily. Both are taxed identically in Zug — at an effective corporate rate of roughly 11–12% — so the decision is about capital, privacy, and how you plan to grow.
The core differences at a glance
The AG (Aktiengesellschaft) and GmbH (Gesellschaft mit beschränkter Haftung) are Switzerland's two limited liability forms. They share the same tax treatment and the same Art. 718 CO requirement for a Swiss-resident representative, but differ on capital, privacy, and share transferability.
- Minimum capital: GmbH CHF 20,000 (fully paid); AG CHF 100,000 (at least CHF 50,000 paid in).
- Owner privacy: GmbH shareholders are public in the Commercial Register; AG shareholders are not.
- Formation cost: GmbH from CHF 2,500; AG from CHF 4,500.
- Share transfer: AG shares transfer easily; GmbH quotas require registration and are more visible.
- Perception: the AG is often seen as more prestigious for larger or investor-backed businesses.
Capital and cost
Capital is the most obvious dividing line. A GmbH needs CHF 20,000 fully paid in; an AG needs CHF 100,000 with at least CHF 50,000 paid in at formation. Remember this capital stays in the company — but the AG still ties up more cash and costs from CHF 4,500 to form versus CHF 2,500 for a GmbH.
For a bootstrapped founder or a simple holding, the GmbH's lower threshold is usually decisive. For a venture that already has significant funding, the AG's capital requirement is rarely a barrier.
Privacy and share transfers
If confidentiality matters, the AG has a clear edge: its shareholders are not listed in the public Commercial Register, whereas GmbH shareholders (Gesellschafter) are. The AG also makes share transfers and cap-table changes cleaner, which is why investors and founders planning funding rounds usually prefer it.
The GmbH's public ownership is not necessarily a drawback for a solo founder or family business, but it is worth a deliberate decision rather than an accident.
Tax treatment is the same
A common myth is that one form is taxed more favourably than the other. In Switzerland, both the AG and GmbH are ordinary corporations taxed at the same rates. In the canton of Zug, the effective combined corporate tax rate is roughly 11–12%, among the lowest in Switzerland, regardless of whether you choose an AG or a GmbH.
How to decide
Pick the GmbH if minimising capital and cost is your priority and public ownership is fine. Pick the AG if you can meet the capital requirement and value confidentiality, easy share transfers, or an investor-ready structure. When in doubt, a short structuring call clarifies the choice quickly — and converting later is possible but adds cost, so it is worth getting right at formation.