The Share Capital in Switzerland

 

The public limited company (AG) “Aktiengesellschaft” and the limited liability company (GmbH) “Gesellschaft mit beschränkter haftung” are amongst the most popular choices for investors who wish to open a company in Switzerland. Both forms of legal entities rely on a minimum share capital to begin with and each provides different advantages, either through their costs of formation or other legal benefits.

 

In order to establish a company in Switzerland, a minimum share capital (or "capital stock") must be provided in the early stages of incorporation. The Swiss share capital that must be submitted for forming a corporation (or public limited company) is 100,000 CHF, whereas for a limited liability a company, the amount is 20,000 Swiss francs. The share capital must be fully subscribed when the company is incorporated (or in the event of a subsequent increase of its capital). The entire amount of 100,000 CHF is not necessary to be fully paid-in in the beginning, however the payment should be made no later than during the liquidation or in the event of bankruptcy.

 

At least 20% of the share capital or at least 50.000 CHF (whichever has the highest value) must be deposited at the time of the first meeting of the company’s shareholders (or in the event of any capital increase after the incorporation).

 

According to the Swiss Code of Obligations, new share capital can be created or increased by means of ordinary, authorised or conditional capital. Regardless the type of capital, whenever the share capital is formed or increased, approval from the shareholders must be obtained.

 

Regarding the public limited company in Switzerland, the highest risk faced by the shareholders is the risk of losing their share capital, in case the company files for bankruptcy. Although the formation expenses are higher for this type of legal entity, it is popular because it provides a few advantages for small businesses in Switzerland, in terms of liability, capital regulations and other matters.

 

The public limited company and the limited liability company are only two of the available legal forms of companies available in Switzerland. Other options are available for those who wish to open a company in Switzerland, and our team is ready to provide you with accurate personalised information to best suite your questions regarding Swiss company formation.  

 

What is the use of the share capital of a company?

• - its share capital of CHF 100,000 must be divided into shares where each participation has a minimum value of CHF 0.01 ;
• - upon registration, the shareholders must deposit at least 20% of the share capital;
• - it is also accepted for at least CHF 50,000 to be deposited.

Types of shares a company can issue

 

 

• - bearer shares which are issued after the subscription of the entire price by the buyer and can be freely transferred;
• - registered shares which do not require full payment at the time of issue and can also be transferred without restrictions;
• - registered shares with limited transfer rights can also be issued by Swiss companies;
• - preferred shares can also be issued during the shareholders’ General Meeting as they come with certain benefits;
• - voting shares which are usually held by the shareholders.