What Firmbase takes care of in the conversion
In the conversion, your GmbH changes its legal form and remains the same company. It is neither dissolved nor newly formed; contracts, employment relationships and its other legal relationships continue unchanged.
You or your fiduciary provide the required balance sheet as at the reference date and further evidence. We prepare all required documents, including the conversion plan with the articles of the AG, the members' waiver declarations and the formation report, and organise and coordinate the notarisation of the conversion resolution. We also organise and coordinate the audit confirmation; the cost of the audit confirmation is not included. An overview of all changes of legal form is available under Conversion.
Process up to the commercial register entry
Record
State the company, the members and the current share capital, submit the balance sheet
- Who
- You
Documents
We prepare the documents and coordinate the audit confirmation
- Who
- Firmbase
Sign
You sign the powers of attorney, waiver declarations, formation report and filing; for a capital increase, you subscribe for the new GmbH shares and pay in the new capital
- Who
- You
Notarisation
Once the audit confirmation is available, we organise and coordinate the notarisation with the notary
- Who
- Firmbase
Entry
Filing with the commercial register office, entry and publication in the SOGC
- Who
- Firmbase, commercial register office
Share capital of at least CHF 100'000
An AG needs a share capital of at least CHF 100'000. The existing capital must be covered: according to the balance sheet, the GmbH's assets less its liabilities must at least equal its capital. If losses prevent this, the company must be restructured before the conversion. If your GmbH already has that much capital, it becomes the share capital. The conversion plan sets out how many shares of which type and with which nominal value each member receives for their GmbH shares.
If the capital is lower, for example at the GmbH minimum capital of CHF 20'000, the members' meeting resolves a capital increase to at least CHF 100'000 before the conversion; the increase takes place at the same time as the conversion. The increase amount is paid in full in cash into a capital deposit account at a bank; the bank releases it once the increase is entered in the commercial register. We prepare the documents for the capital increase together with those for the conversion, and both together cost CHF 2'497 excl. VAT. We quote individually for an increase with a contribution in kind.
Conversion plan, balance sheet and articles of the AG
The management prepares a written conversion plan. It states the company name, registered office and legal form before and after the conversion, contains the new articles of association and records the shares the members receive. With the legal form, the company name also changes, because it must state the legal form; “Muster GmbH”, for example, becomes “Muster AG”. The management is replaced by a board of directors, which the members elect together with the conversion.
The plan is based on the GmbH's balance sheet. If the balance sheet is more than six months old when the conversion plan is prepared, or if the financial position has changed significantly since then, interim accounts are needed; you or your fiduciary provide these as well.
Resolution and waiver of report, audit and inspection
The members' meeting resolves the conversion; the resolution is publicly notarised. Before that, the law provides for a conversion report by the management, an audit by a licensed audit expert and a right of the members to inspect the documents during the 30 days before the resolution. A small or medium-sized company can waive all three if all members agree. A company counts as small or medium-sized if it has no outstanding bonds and no listed shares and has not exceeded two of these three thresholds in the last two financial years:
- a balance sheet total of CHF 20 million,
- revenue of CHF 40 million,
- 250 full-time positions on annual average.
Our fixed price is built on this simplified procedure. All members jointly waive the conversion report, audit and inspection; we prepare the waiver declarations and the management's declaration that your GmbH meets the requirements together with the other documents. The commercial register office also requires a formation report as for a new formation; a licensed auditor examines it and confirms in writing that it is complete and correct. We prepare the formation report and organise and coordinate the audit; the cost of the audit confirmation is not included.
Capital increase with a contribution in kind
If the capital is to be increased not in cash but with an asset, for example a holding in another company, the rules on contributions in kind apply: the contribution is agreed in a written contribution-in-kind agreement, a capital increase report sets out the valuation, and a licensed auditor must examine and confirm it. We support this capital increase, and an increase by set-off against a claim or from freely disposable equity, personally together with the conversion; you receive an individual quote. The cost of the audit confirmation is not included.
Scope of services and prices
| Service | Price excl. VAT |
|---|---|
| Converting a GmbH into an AGone price per conversion | |
| share capital already at least CHF 100'000 | CHF 1'497 |
| with a capital increase in cash to at least CHF 100'000 | CHF 2'497 |
| with a capital increase by contribution in kind or by set-off | individual quote |
All prices excl. VAT.
- Conversion plan, articles of the AG, waiver declarations, SME declaration, formation report, powers of attorney, declarations of acceptance by the board of directors and the statutory auditor, and filing
- for a capital increase: the capital increase documents
- Draft of the public deed, organisation and coordination of the notarisation, notary fees
- Organisation and coordination of the audit confirmation
- Submission to the commercial register office
- Free advice and professional support
- Commercial register office fees
- Bank fees
- Certification of signatures
- Cost of an audit confirmation where the law requires one, for example for a contribution in kind
We guarantee the entry in the commercial register. If the office rejects the filing, we correct the documents free of charge, with a supplementary notarisation if necessary.
Frequently asked questions
At Firmbase, the conversion costs CHF 1'497 excl. VAT if the share capital is already at least CHF 100'000, and CHF 2'497 excl. VAT together with the capital increase in cash; the notary fees are included. On top come the commercial register office fees, the cost of the audit confirmation, the certification of signatures and bank fees. The capital paid in for an increase belongs to the company and is not a fee.
Yes. If all members waive the conversion report and audit, the commercial register office requires a formation report as for a new formation; a licensed auditor examines it and confirms in writing that it is complete and correct. If not all members agree to the waiver, a licensed audit expert examines the conversion plan, the conversion report and the balance sheet. In both cases we organise and coordinate the audit confirmation; its cost is not included.
The GmbH shares become shares in the AG. Shareholders are not listed in the commercial register; the AG keeps a share register of its registered shares. Whether registered shares are freely transferable or only with the company's consent is determined by the articles. The assignment of GmbH shares, by contrast, requires the consent of the members' meeting by law. The statutory duty of loyalty of GmbH members does not apply to shareholders, and the articles of the AG cannot oblige them to any contribution other than paying in their shares; shareholders in an AG cannot be required to make additional contributions.
The same audit rules apply to the AG as to the GmbH. If the company has no more than ten full-time positions on annual average and all shareholders agree, the AG can also opt out of the limited audit. In the conversion, the members elect the AG's statutory auditor or jointly opt out if the requirements are met.
The conversion takes legal effect with the entry in the commercial register, and the entry applies from its publication in the Swiss Official Gazette of Commerce (SOGC). Until then, the company operates as a GmbH.
That depends on when the balance sheet and all signatures are available, when the auditor issues the audit confirmation, for a capital increase on the payment into the capital deposit account, on the date of the notarisation and on how quickly the commercial register office at the company's registered office completes its review. Expect several weeks.
