What’s the difference between a GmbH and an AG?

GmbHs and AGs have much in common, but there are also some significant differences. The most important differences between the two company forms are summarised in the following.

1. Minimum capital limit and minimum capital contribution: The GmbH requires share capital of at least CHF 20,000, which must be fully paid up and authorised. By contrast, the minimum share capital of an AG is CHF 100,000. At least 20% must be paid up, with a minimum amount of CHF 50,000. The higher minimum capital of the AG positively impacts credit quality and capital procurement.
   
   
2. Anonymity: In the case of a GmbH, the shareholders are published in the commercial register together with their name, place of residence and the par value of their shares. Hence all transfers of shares must also be published in the commercial register. By contrast, the identity of shareholders in an AG is undisclosed, which means that shares can be transferred without the involvement of the commercial register office.
   
   
3. Governance arrangements: In the case of a GmbH, the shareholders themselves usually manage the company. In the case of an AG, management is normally the responsibility of the board of directors, but can also be delegated to any person (including non-shareholders).
   
   
4. Transfers of shares: Transfers of shares are governed differently in the two types of companies, both in terms of form and consent. Our experts will be happy to explain more about this to you.