Forming a public limited company (AG)
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Would you like to form a stock corporation (AG)? Here you’ll find a step-by-step guide to the requirements you must meet, the amount of capital you’ll need, and the insurance policies you must purchase.
Key Points at a Glance
- The minimum capital (share capital) for a stock corporation (AG) is 100,000 Swiss francs, of which you must pay in at least 50,000 Swiss francs upon incorporation.
- The capital is divided into shares, which you can transfer or sell under certain conditions.
- You are liable only with the company’s assets—not with your personal property.
- The AG is only established upon entry in the Commercial Register and then becomes a legal entity.
- After entry in the Commercial Register, the AG can enter into contracts and assume obligations.
Requirements and Guidelines
Capital Requirements
- Minimum capital (share capital): 100,000 Swiss francs
- Initial capital: At least 50,000 Swiss francs must be paid in at the time of incorporation.
- Contributions may be made in the form of cash or non-cash assets.
Governing Bodies of the AG
A stock corporation consists of the following governing bodies:
- General Meeting: Shareholders make the most important decisions for the company here.
- Board of Directors: It manages the company’s affairs and represents the company externally.
- Audit Firm: Depending on the company’s size, an external audit of the annual financial statements is required. However, there are exceptions (opting out).
How to proceed
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The articles of incorporation are your company’s rules. In them, you specify the following points:
- Company name
- Registered office (address)
- Purpose of the company
- Amount of share capital (at least 100,000 Swiss francs)
- Further details regarding the governing bodies
They may seek advice from a notary public in this regard.
Deposit the initial capital into a blocked account at a bank. At least 50,000 Swiss francs must be paid in at the time of incorporation.
Important: The bank will confirm the deposit with a receipt you will need this later at the notary’s office.
The formation of your corporation must be notarized by a notary.
You will receive an original deed for your records. Another original is required for submission to the Commercial Registry.
After notarization, register your corporation with the Zurich Commercial Registry.
What to submit:
- The notarized document intended for the Commercial Registry Office.
- The Commercial Registry’s registration form.
- Any other required documents (depending on the specific case).
As soon as you employ staff or pay yourself a salary as a managing director, you must register your company with the SVA Zürich(Kompetenzzentrum für Sozialversicherungen im Kanton Zürich) or another compensation fund.
Check with the Federal Tax Administration (FTA) to see if your company is subject to VAT. The requirement generally applies to annual turnover of 100,000 Swiss francs or more.
As an employer, you must take out certain types of insurance:
- Accident insurance (Accident Insurance Act – UVG)
- Occupational pension plan (Federal Act on Occupational Old-Age, Survivors’, and Disability Pension Plans – BVG)
Additional insurance (recommended):
- Business liability insurance (protects against claims for damages)
- Professional liability insurance (depending on the industry)
- Cyber insurance (protects against data loss and cyberattacks)
Further information
Note: The information on this page is provided for general guidance and is not exhaustive. In each specific case, the legal, tax, and organizational requirements must be reviewed individually, particularly with regard to capital requirements, articles of association, audit requirements, and liability.
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