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Founding an AG in Switzerland: Advantages and Disadvantages

Founding an AG in Switzerland: Advantages and Disadvantages

Dario Morf
by Dario Morf
October 19, 2023

What is a Swiss public limited company (AG) and what are the advantages and disadvantages of this legal form?

The AG is probably the most adaptable legal form in Switzerland. The flexible structure of the holdings and the separate legal personality are decisive for this. Below we have compiled a list of what you can and cannot do with an AG.

The Swiss public limited company (AG)

The joint-stock company (AG for short) is one of the two forms of limited liability company alongside the GmbH: it is a separate legal entity, operates under its own name and is liable only to the extent of its share capital.

The public limited company is the ideal legal form for companies with higher capital requirements. It enables the operation of a wide variety of profit-oriented enterprises and is thus extremely flexible. As a corporation, it offers a variety of advantages and is perfect for founders who want to make a profit while excluding their personal liability.

How many founders are needed for an AG?

An AG can be founded and managed by a single person (shareholder). This is also possible without being employed as a mere member of the board of directors. Apart from that, any number of natural persons or legal entities can be shareholders.

How much capital is required to found an AG?
Unlike a limited liability company (GmbH), the required share capital is at least CHF 100,000, of which at least 20% or CHF 50,000 must be paid in (liberation).

In an AG, the capital can be paid in in the form of contributions in kind. However, a special procedure must be followed.
How is an AG organised?
In a public limited company there is the general meeting, the board of directors with at least one member and the auditors. In principle, a Swiss company is subject to ordinary auditing as soon as it reaches a certain economic significance. Companies that meet certain criteria are subject to a limited audit or may be exempt from the audit requirement altogether. A waiver of the limited audit can be decided at the time of incorporation. We will be happy to advise you on this.
Welche Firmennamen sind bei einer AG möglich?

In a public limited company there is the general meeting, the board of directors with at least one member and the auditors. In principle, a Swiss company is subject to ordinary auditing as soon as it reaches a certain economic significance. Companies that meet certain criteria are subject to a limited audit or may be exempt from the audit requirement altogether. A waiver of the limited audit can be decided at the time of incorporation. We will be happy to advise you on this.

How does the entry of an AG in the commercial register work?
The public limited company must be registered in the commercial register. With a public limited company, everything starts with an initial meeting with us. Then we prepare the documents for you and you certify your signature. This is followed by the public notarisation and registration with the commercial register. Find out more about our process here.
Is a pension fund withdrawal possible with an AG?

Since you are still employed after founding a company limited by shares, you are obliged to join a pension fund. An early withdrawal of pension fund assets is only possible with a sole proprietorship and self-employed status.

Summary

If you want to make profits, exclude personal liability and be flexible in your shareholding structure, then the AG is probably the right legal form for you:

Advantages

  • Flexible ownership structure and number of owners.

  • Simple sale of shares without adapting the articles of association.

  • Liability is limited to the company capital - your private assets are protected.

Disadvantages

  • High minimum capital requirement of CHF 100,000 (of which at least 20% / CHF 50,000 paid up).

  • Strong regulation and relatively large administrative effort (a board of directors as well as a general meeting are mandatory even with only one person involved).

  • No legal binding of shareholders, therefore a shareholders' agreement (ABV) is necessary.

  • There is double taxation: first the company pays tax on the profit and then, in the case of a distribution, also on the persons involved.

Do you have any further questions or would you like to set up an AG? The initial consultation with Foundera is free of charge and without obligation:

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Tags:
AG, sideline, self-employment, legal form

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