Swiss stock corporation (AG/SA)
A Swiss stock corporation (Aktiengesellschaft AG, société anonyme SA) is a company under Art. 620–763 CO whose share capital, at least CHF 100,000, is divided into shares. Only the company is liable for its debts, and a board of directors runs it.
How a Swiss AG works
The stock corporation is governed by Art. 620–763 of the Swiss Code of Obligations (CO). One or more founders, individuals or companies, adopt articles of association in a notarised deed, subscribe the shares and pay in the capital (Art. 629 CO). The company acquires legal personality when it is entered in the commercial register (Art. 643 CO). The company alone is then liable for its debts, and each shareholder owes only the contribution set in the articles.
The share capital must be at least CHF 100,000 (Art. 621 CO). At founding, at least 20% of the nominal value of each share has to be paid in, and never less than CHF 50,000 in total (Art. 632 CO). Since the company law revision of 1 January 2023, the capital may also be set in a foreign currency essential to the business, such as EUR or USD (Art. 621 para. 2 CO), and the articles may give the board a capital band for up to five years (Art. 653s CO). If the articles provide for it, a general meeting can be held online with no physical venue (Art. 701d CO).
The shareholders elect the board of directors, which runs the company and keeps certain duties it cannot delegate, such as overall management and the organisation of accounting (Art. 716a CO). At least one person who can represent the company must live in Switzerland (Art. 718 para. 4 CO). Since November 2019, bearer shares are only allowed for listed companies or as intermediated securities, so almost every AG issues registered shares.
Swiss AG and German AG
A German AG under the Aktiengesetz needs EUR 50,000 and has a two-tier structure with a management board and a supervisory board. The Swiss AG has a single board of directors, which may delegate day-to-day management to executives.
In the commercial register and the SHAB
The legal form has to appear in the company name (Art. 950 CO), so the name ends in "AG", "SA" or the full form, and many companies register it in several languages: Muster Holding AG (Muster Holding SA). The entry shows the date of the articles, the purpose, the share capital and the amount paid in, the number and nominal value of the shares, and every person with signing authority, with their function and type of signature. Each change is published in the Swiss Official Gazette of Commerce (SHAB/FOSC/FUSC): a new director, a capital increase, a new purpose, a move to another canton. Once the shareholders dissolve the company, its name carries the words "in Liquidation" until the entry is deleted (Art. 739 CO).
What to check when dealing with an AG
- Capital: the share capital shows what the shareholders committed and how much of it was paid in. It says nothing about the company's current equity or turnover. For that, see how to size a Swiss company.
- Who can sign: the extract names each signatory. Under joint signature by two, a contract signed by one of them alone does not bind the company.
- Owners: shareholders of an AG are not listed in the commercial register. The company keeps its own share register. The members of a GmbH, by contrast, are listed in the register.
- Status: "in Liquidation" in the name, or a string of recent board changes in the SHAB, is worth a closer look before you sign.
To go through an entry line by line, see how to read a Swiss register extract and how to check a Swiss company.
Muster Immobilien AG, in Zürich, CHE-123.456.789, Musterstrasse 1, 8001 Zürich, Aktiengesellschaft (Neueintragung). Statutendatum: 12.03.2026. Zweck: Erwerb, Verwaltung und Verkauf von Liegenschaften. Aktienkapital: CHF 100'000.00. Liberierung Aktienkapital: CHF 100'000.00. Aktien: 100'000 Namenaktien zu CHF 1.00. Publikationsorgan: SHAB. Eingetragene Personen: Muster, Anna, von Bern, in Zürich, Präsidentin des Verwaltungsrates, mit Einzelunterschrift.
Legal basis and sources
- Art. 620–763 CO
- Art. 621 CO (minimum capital)
- Art. 632 CO (payment at founding)
- SME Portal: legal form of the limited company (AG)
- Zefix, central business name index
Related terms
Frequently asked questions
- How much capital do you need to set up an AG in Switzerland?
- CHF 100,000 of share capital. At founding, at least 20% of each share and at least CHF 50,000 in total must be paid in, in cash or in kind. Since 2023 the capital may also be set in a foreign currency such as EUR, at an equivalent of at least CHF 100,000.
- What is the difference between an AG and a GmbH?
- Both are Swiss companies with their own legal personality and limited liability. An AG needs CHF 100,000 of capital, a GmbH CHF 20,000. GmbH partners are named in the commercial register, AG shareholders are not, and AG shares transfer more easily, which suits outside investors.
- Are AG and SA the same thing?
- Yes. Aktiengesellschaft (AG) is the German name and société anonyme or società anonima (SA) the French and Italian names of the same Swiss legal form. Many companies register their name in two or more languages, for example Muster AG (Muster SA).