To register a GmbH (limited liability company) in Switzerland you need at least CHF 20,000 in share capital, notarised articles of association, a Swiss capital-deposit account, and an entry in the Cantonal Commercial Register. With a complete onboarding pack the process typically takes two to four weeks and costs from CHF 2,500 in professional fees for a standard structure in Zug.
What a GmbH is and who it suits
The GmbH (Gesellschaft mit beschränkter Haftung) is Switzerland's limited liability company. It is the most common vehicle for founders, small and medium businesses, and international operators who want a credible Swiss entity without the higher capital of an AG.
Shareholders' liability is limited to the company's share capital, which must be at least CHF 20,000 and fully paid in on formation. Unlike the AG, the names of GmbH shareholders (Gesellschafter) are visible in the public Commercial Register, which is worth factoring into your privacy planning.
Requirements before you start
A few structural requirements apply to every Swiss GmbH regardless of the canton. Confirm these before you begin so onboarding is not delayed:
- Share capital of at least CHF 20,000, fully paid into a Swiss capital-deposit (Sperrkonto) account.
- At least one shareholder (individual or legal entity, any nationality).
- At least one managing officer with single signatory authority who is resident in Switzerland (Art. 718 CO representation requirement).
- A registered legal seat (Sitz) in the canton of incorporation.
- Articles of association and, in most cases, KYC documents for all beneficial owners.
Step-by-step registration process
The formation runs through a predictable sequence. Working with a fiduciary means most of these steps happen in parallel rather than one after another.
- 1. Reserve the company name and confirm it is available at the Commercial Registry.
- 2. Draft the articles of association, defining purpose, capital, and signatory powers.
- 3. Open a capital-deposit account and pay in the CHF 20,000 share capital.
- 4. Sign the incorporation deed before a Swiss notary in the canton of seat (Zug in our case).
- 5. File the incorporation with the Cantonal Commercial Register together with the bank's capital-confirmation letter.
- 6. Receive the certified registry extract; the blocked capital is released into an operating account.
- 7. Register for VAT if turnover exceeds CHF 100,000, and complete tax onboarding.
Costs and timeline
For a standard single-shareholder GmbH in Zug, professional formation fees start at CHF 2,500 one-off, with notary and registry fees included for standard structures. The CHF 20,000 share capital is your own money and remains in the company after formation — it is not a fee.
From receipt of a complete onboarding pack to the registry entry, expect two to four weeks. Delays almost always come from incomplete KYC or a slow capital transfer, so preparing documents early is the single biggest accelerator.
After incorporation
Once registered, the GmbH must keep books under the Code of Obligations, file an annual corporate tax return, and — if VAT-registered — file quarterly VAT returns at the 8.1% standard rate. Ongoing bookkeeping in Zug starts from CHF 350 per month for lean, low-transaction entities.
If none of your officers live in Switzerland, you will need a resident director mandate to satisfy Art. 718 CO, available from CHF 12,000 per year. Many founders also add Zug domiciliation from CHF 1,800 per year for the legal seat and mail handling.