What is GmbH (Gesellschaft mit beschränkter Haftung)?
A GmbH (Société à responsabilité limitée / Società a responsabilità limitata) is Switzerland's most common private limited company form. It requires a minimum share capital of CHF 20,000, all of which must be paid up on formation. Liability is limited to the company's assets. It is governed by the Swiss Code of Obligations (OR/CO), Articles 772–827.
Current Rate (2025)
Minimum share capital: CHF 20,000 (fully paid up). Formation costs: CHF 600–1,500 notary + CHF 600 commercial register fee.
Example
Two founders incorporate a Zurich GmbH with CHF 20,000 share capital (each contributing CHF 10,000), spend approximately CHF 2,000 on notary and registration, and are operational within 1–2 weeks.
How GmbH (Gesellschaft mit beschränkter Haftung) works in Switzerland
The GmbH is the Swiss equivalent of the UK Limited Company or German GmbH. It is suitable for small to medium-sized businesses, joint ventures, and subsidiaries of foreign groups.\n\n**Formation requirements**\nA GmbH must be incorporated before a Swiss notary (Notar/Notaire). Required documents include the articles of association (Statuten/Statuts), a shareholder resolution, and proof of capital contribution. The company must then be registered in the Handelsregister (Commercial Register) of the canton where it has its registered seat.\n\nMinimum capital: CHF 20,000, fully paid up — unlike Germany where only 50% needs to be paid on formation. Capital must be held in a blocked account at a Swiss bank until registration is complete.\n\n**Share structure**\nGmbH shares (Stammanteile) have a minimum nominal value of CHF 100. Shares are not freely transferable without approval of the other shareholders (unless the articles permit free transfer). There is no requirement for shares to be listed or tradeable.\n\n**Management**\nA GmbH is managed by one or more Geschäftsführer (managing directors), who may also be shareholders. At least one managing director must be a Swiss resident with signing authority — though since the 2023 OR reform, this can be met by any resident director, not necessarily a Swiss citizen.\n\n**Accounting obligations**\nGmbHs are subject to the Swiss Code of Obligations bookkeeping requirements. All entities must maintain double-entry bookkeeping and prepare annual accounts (Jahresrechnung) comprising an income statement (Erfolgsrechnung) and balance sheet (Bilanz). GmbHs with annual revenue exceeding CHF 500,000 must also prepare a cash flow statement and notes.\n\n**Audit requirements**\nMandatory audit applies to: (a) GmbHs with 10 or more full-time employees and two of: balance sheet > CHF 10m, revenue > CHF 20m, equity < 0. Smaller GmbHs can opt for an Eingeschränkte Revision (limited review) or, with shareholder unanimity, opt out entirely (Opting-out).\n\n**Tax position**\nA GmbH is a separate taxable entity subject to Gewinnsteuer and Kapitalsteuer. Profits retained in the company are not taxed at the shareholder level until distributed as dividends (where Verrechnungssteuer and dividend income rules apply).
Related terms
An AG (Société anonyme / Società anonima) is Switzerland's public limited company form. It requires a minimum share capital of CHF 100,000, of which at least 50% (minimum CHF 50,000) must be paid up on formation. Shares can be issued as registered shares (Namenaktien) or bearer shares (Inhaberaktien, now restricted). Governed by OR Articles 620–763.
Gewinnsteuer is Switzerland's corporate profit tax. At the federal level, the direct federal tax (direkte Bundessteuer) is levied at a flat rate of 8.5% on profit after tax, which equates to an effective rate of approximately 7.83% on pre-tax profit. Cantons levy their own Gewinnsteuer on top, meaning the combined federal and cantonal effective rate varies by canton.
Kapitalsteuer is a cantonal tax levied on a company's net equity (paid-in capital plus reserves plus retained earnings). It is a purely cantonal and communal tax — there is no federal Kapitalsteuer. Rates are low (typically 0.001 to 0.5% of net equity annually) but it is a recurring annual cost even in loss years.
AHV (Alters- und Hinterlassenenversicherung), IV (Invalidenversicherung), and EO (Erwerbsersatzordnung) are the three main Swiss federal social insurances. Together, they provide old-age/survivors pensions, disability insurance, and income replacement during military service or maternity leave. The combined contribution rate for employed persons is 10.6% employer + 10.6% employee = 21.2% of gross salary. Self-employed persons pay the full amount themselves at a slightly lower combined rate.
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