Nominal capital of a GmbH (Stammkapital)
The nominal capital (Stammkapital, capital social) of a Swiss limited liability company (GmbH, Sàrl) is the capital fixed in its articles (Art. 773 CO). It must be at least CHF 20,000, fully paid in at formation, and is divided into capital contributions held by members named in the commercial register.
How GmbH capital works under Swiss law
Every Swiss GmbH (Sàrl, Sagl) states its nominal capital in its articles of association. The minimum is CHF 20,000 (Art. 773 CO). At formation each member pays the full issue price of their contributions, in cash into a blocked bank account or in kind with a formation report (Art. 777c CO). The share capital of an AG can be partly paid in; the GmbH capital is always paid in full from day one.
The capital is divided into capital contributions (Stammanteile, parts sociales, quote sociali). Since 1 January 2023 their nominal value only has to be above zero (Art. 774 CO), so contributions of CHF 1.00 or less are possible. Before the revision the floor was CHF 100. The same revision lets a GmbH set its capital in the foreign currency most important to its business, such as euros or US dollars, worth at least CHF 20,000 at formation (Art. 773 para. 2 CO). The capital band that the revision introduced for the AG is not available to a GmbH: every increase or reduction needs a resolution of the members' meeting (Art. 781 and 782 CO).
Swiss GmbH, German GmbH, French SARL
A German GmbH needs EUR 25,000, of which half can remain unpaid at formation, and Germany also has the UG, which can start with one euro. A French SARL can be formed with one euro and pay in a fifth of the cash contributions at the start. In Switzerland the CHF 20,000 is paid in before the company is registered.
How the capital appears in the register and in the SHAB
The register entry of a GmbH shows the amount of the capital and the name of every member with the number and nominal value of their contributions (Art. 791 CO). Each change is published in the Swiss Official Gazette of Commerce (SHAB): a member joining after a transfer, a member leaving, a capital increase or reduction. An increase reads Stammkapital neu: CHF 50'000.00 [bisher: CHF 20'000.00]. Transfers need a written agreement (Art. 785 CO) and, unless the articles say otherwise, the approval of the members' meeting (Art. 786 CO). The company also keeps its own register of contributions (Art. 790 CO), which is not public.
What the capital tells you about a company
A capital of CHF 20,000 means the founders chose the legal minimum, as most GmbHs do. The figure records the equity paid in at formation. Losses may have used it up since, and a profitable firm may hold far more in reserves. To size a Swiss company, headcount, turnover and published financials say more.
A GmbH that raises its capital well above the minimum is often bringing in an investor or turning a shareholder loan into equity, and a jump to CHF 100,000 can prepare a conversion into an AG. The guide on what a capital increase means covers the common cases, and you can track capital increases as they are published. The member list is useful on its own: it names the owners of the company, which the register entry of an AG does not.
What to check
- Whether the capital is in Swiss francs or in a foreign currency.
- Who holds the contributions and in what proportion, from the latest SHAB notices.
- Recent increases or reductions of the capital.
- Whether the articles impose a duty on members to make additional contributions (Nachschusspflicht, Art. 795 CO), which the register also shows.
Muster Consulting GmbH, in Zürich, CHE-123.456.789, Bahnhofstrasse 1, 8001 Zürich, Gesellschaft mit beschränkter Haftung (Neueintragung). Statutendatum: 12.03.2026. Zweck: Beratung von Unternehmen in Organisations- und Finanzfragen. Stammkapital: CHF 20'000.00. Publikationsorgan: SHAB. Eingetragene Personen: Muster, Anna, deutsche Staatsangehörige, in Zürich, Gesellschafterin und Geschäftsführerin, mit Einzelunterschrift, mit 200 Stammanteilen zu je CHF 100.00.
Legal basis and sources
- Art. 773 CO (minimum capital)
- Art. 777c CO (payment at formation)
- Art. 791 CO (members in the register)
- Zefix, central business name index
- SHAB, Swiss Official Gazette of Commerce
Related terms
Frequently asked questions
- What is the minimum capital for a GmbH in Switzerland?
- CHF 20,000 (Art. 773 CO). The full amount is paid in at formation, in cash into a blocked bank account or as a contribution in kind described in a formation report. Since 2023 the capital can also be set in a foreign currency such as euros, worth at least CHF 20,000 at formation.
- Can a GmbH spend its Stammkapital after formation?
- Yes. Once the GmbH is registered, the bank releases the blocked funds and the company can use them in its business. The capital figure in the register stays the same. Paying the contributions back to members requires a formal capital reduction, which is published in the SHAB.
- Is Stammkapital the same as share capital?
- Both are nominal capital fixed in the articles. Stammkapital belongs to the GmbH: at least CHF 20,000, fully paid in. Aktienkapital belongs to the AG: at least CHF 100,000, of which CHF 50,000 or more must be paid in. French speakers often call both capital social.