Share capital of a Swiss AG (Aktienkapital / capital-actions)

What the share capital is

Every Swiss AG states a share capital in its articles of association. This is the amount the shareholders have committed to contribute, divided into shares with a nominal value. The minimum is CHF 100,000 (Art. 621 CO). At founding, each share must be paid in to at least 20% of its nominal value, and the total paid in must be at least CHF 50,000 (Art. 632 CO). Contributions may be in cash or in kind.

Changes since the 2023 revision

The company law revision in force since 1 January 2023 brought two changes that affect the share capital directly. First, the articles may now state the capital in a foreign currency essential to the company's business, such as EUR or USD (Art. 621 para. 2 CO). Second, the articles may grant the board of directors a capital band (Kapitalband): authority to raise or lower the share capital within limits set in the articles, at most 50% above or below the registered capital, for up to five years (Art. 653s ff. CO). A capital band lets the board react to financing needs without calling a general meeting each time.

How the share capital appears in the register

The commercial register entry and the SHAB publication show the share capital, the amount paid in, and the number, type and nominal value of the shares. A typical line reads: "Aktienkapital: CHF 100'000.00. Liberierung Aktienkapital: CHF 100'000.00. Aktien: 100 Namenaktien zu CHF 1'000.00." Every capital increase or reduction is published in the SHAB as a separate notice. You can track capital increases in the gazette to spot growing companies.

What the figure tells you

The share capital confirms what the shareholders committed at founding or at a later increase. It does not reveal the company's current equity, revenue or headcount. A company with CHF 100,000 of share capital may have millions in retained earnings or may be close to over-indebtedness. To estimate actual size, see how to size a Swiss company and Swiss company financials.

Most Swiss AGs register exactly the minimum. When a company raises its capital well above CHF 100,000, the increase often follows an equity financing round or a merger. Banks and insurers also need far more capital under their supervisory rules. A partially paid-in capital, where the registered amount exceeds the paid-in amount, means the shareholders still owe the difference and the board of directors can call it in (Art. 634b CO).

Comparison with the GmbH

The share capital of a GmbH (Stammkapital) follows similar principles but starts at CHF 20,000 and must be fully paid in at founding. GmbH members and their capital contributions are published in the commercial register, which AG shareholders are not.