Share Capital in Switzerland

Setting up a company in Switzerland involves creating the company's share capital. In general terms, authorized capital can be defined as a sum of money that determines the company`s financial capabilities. Depending on the legal form of a company, the Swiss Code of Obligation establishes the following minimum size of the share capital:

As you can see, share capital requirements are established for both most common types of legal entities: AG and GmbH. That`s why entrepreneurs willing to set up a company in Switzerland often face the challenges of share capital formation. This mandatory share capital amount must be deposited into a Swiss bank account, even before submitting company registration documents to the Commercial Register.

The Code of Obligations also permits a share capital in the foreign currency required for business operations. In such a case, this must have a value equivalent to CHF.

Once the share capital has been fully paid up and the company is operational, it can generally be used for the company's business activities, including business expenses. The unfreezing of capital will be contingent upon the company having an active corporate account in its name.

    If needed, share capital can be increased beyond the legal requirement or raised later. To increase share capital, you need to pass a resolution determining the amount by which share capital will be increased and to amend The Articles of Association to reflect the increase. Procedure requires a resolution by the shareholders (members) in a general meeting. After that the notarial deed regarding the increase in share capital needs to be published in the Swiss Official Gazette of Commerce (SOGC) to inform the public about the change. Finally, the increase in share capital and corresponding changes to the Articles of Association must be registered with the Swiss Commercial Register.

For certain legal forms, such as the AG and GmbH, share capital can be contributed in kind. These contributions must comply with the requirements of the Swiss Code of Obligations.

For a GmbH, contributions can be made in kind (e.g., tangible or intangible assets). The value of the contribution must be independently appraised and documented. The contribution in kind is recorded in the Articles of Association and registered with the Commercial Register.

For an AG, the share capital can also be contributed in kind, such as intellectual property, equipment, real estate, or other assets. The value must be verified by a certified auditor or expert to ensure it meets or exceeds the nominal value of the shares issued in exchange. A written founders' report must describe the contribution in detail.