What Firmbase takes care of when you form an AG
An AG is formed in two steps. First, the founders declare in a public deed that they are forming a company limited by shares (AG), adopt the articles of association, subscribe for the shares and elect the board of directors. The company is then entered in the commercial register; only with this entry does it exist as a legal person. For both steps we prepare the articles of association, the draft public deed, the powers of attorney, the declarations of acceptance and the application. We organise and coordinate the notarisation with the notary and file the application with the commercial register office. If, besides the formation, your AG also needs a representative resident in Switzerland, a seat and accounting, we take you through it with our offer for founders abroad.
Process up to the commercial register entry
Record
Enter the company name, seat, purpose, share capital, shareholders and board of directors online
- Who
- You
Documents
We check the company name and purpose and prepare the formation documents
- Who
- Firmbase
Capital payment
You open a capital deposit account and pay in the share capital; the bank confirms the payment
- Who
- You and your bank
Sign
You sign the articles of association, declarations and power of attorney and have your signature certified or sign electronically
- Who
- You
Notarisation
We organise and coordinate the notarisation of the deed of incorporation with the notary; you are represented under the power of attorney
- Who
- Firmbase
Entry
Application, entry and publication in the SOGC; the bank then releases the capital
- Who
- Firmbase, commercial register office
Share capital and payment
The share capital of an AG is at least CHF 100'000. It does not have to be paid in full at formation. 20 per cent of the nominal value of each share is enough, but at least CHF 50'000 in total. With CHF 100'000 of share capital the founders therefore pay in at least CHF 50'000, with CHF 500'000 at least CHF 100'000. In the online form you see the share capital and the payment separately.
The founders pay the money into a capital deposit account at a bank. There it is available exclusively to the future company, and the bank releases it only once the AG is entered in the commercial register. Its confirmation of the payment is attached to the deed of incorporation as supporting evidence.
The shareholders continue to owe the company the part not yet paid in. The board of directors decides when it is paid in. We also handle this subsequent payment; more under Company changes.
The shares have a nominal value that must be greater than zero; the share capital divided by the nominal value gives the number of shares. Bearer shares are now only permitted for companies with listed equity securities or as intermediated securities.
Company name, purpose and seat
Before we prepare the documents, we check the company name and purpose. The name must state the legal form, that is “AG” or “Aktiengesellschaft”, and differ clearly from the names of other commercial companies and cooperatives already registered in Switzerland. We guarantee the registration of the name we confirm to you as permissible. The commercial register office adopts the purpose from the articles of association; it must make the AG's field of activity clear to third parties. Whether a similar earlier company name or a trademark stands in the way is decided by a court in a dispute; check trademarks as well.
If the AG has its seat at a c/o address, a declaration by the domicile provider is part of the application; we prepare this domicile declaration. You can book a business address in Baar, Zug, for your AG’s legal seat as a separate service from Firmbase: Business address.
Board of directors, shareholders and auditor
The board of directors manages the AG and represents it externally. It consists of one or more individuals; if a company holds a stake in the AG, a person representing it can be elected in its place. The AG must be able to be represented by a person resident in Switzerland who is a member of the board of directors or a director and has access to the share register. What counts is residence, not nationality. The online form checks whether the signing authorities entered meet this: one person with sole signature or two persons with joint signature by two, each resident in Switzerland. We prepare the declaration of acceptance for every member of the board of directors.
One or more individuals or companies can form an AG. Unlike the members of a GmbH, shareholders are not entered in the commercial register. The founders are, however, named in the deed of incorporation, which is one of the public supporting documents. The AG keeps a share register of its registered shares with the names and addresses of the owners, which must be accessible in Switzerland at all times.
If the AG has no more than ten full-time positions on annual average and all shareholders agree, it can waive the limited audit. This opting-out can already be declared at formation. If the founders elect an auditor, we prepare its declaration of acceptance.
Scope of services and price
| Service | Price excl. VAT |
|---|---|
| Formation of an AGshare capital from CHF 100'000 | |
| Formation with a cash contribution in Swiss francs | CHF 497 |
| Formation with a contribution in kind | CHF 797 |
| Own articles, special shares, capital in a foreign currency | individual quote |
All prices excl. VAT.
Contribution in kind without real estate: enquiry. With real estate, we prepare an individual quote.
- Check of company name and purpose
- Articles of association, declarations, powers of attorney and application
- Draft public deed, organisation and coordination of the notarisation, notary fees
- 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 application, we correct the documents free of charge, with a supplementary notarisation if necessary.
Frequently asked questions
Our price for forming an AG with cash contributions is CHF 497 excl. VAT; the notary fees are included. On top comes the commercial register office's fee for the new entry of CHF 420, plus any outlays; the office invoices it directly to the company. You also pay bank fees for the capital deposit account and any signature certifications. The share capital is not a cost item. It belongs to the company, and the bank releases it after the entry.
The share capital is at least CHF 100'000. At formation at least 20 per cent of the nominal value of each share must be paid in, at least CHF 50'000 in total. With CHF 100'000 of share capital that is CHF 50'000, with CHF 500'000 it is CHF 100'000. The shareholders owe the rest to the company; the board of directors decides when it is paid in.
In this account the founders deposit the money for the share capital, with a bank and exclusively for the future company. The bank confirms the payment, and this confirmation is attached to the deed of incorporation as supporting evidence. The bank releases the money only once the AG is entered in the commercial register. You choose the bank yourself; its fees are not included in our price.
An AG needs a company name with “AG” or “Aktiengesellschaft”, a seat in a Swiss municipality with an address where it can be reached there, a purpose and articles of association. One or more individuals or companies can form it. The share capital is at least CHF 100'000, of which at least CHF 50'000 is paid in at formation. The board of directors has at least one member, and a person resident in Switzerland must be able to represent the AG. Finally, the founders elect an auditor or, if the conditions are met, waive the limited audit.
For the liabilities of both companies only the company's assets are liable. The differences lie in the capital: a GmbH needs at least CHF 20'000 of share capital, paid in full at formation; an AG at least CHF 100'000, of which at least CHF 50'000 is paid in. The members of a GmbH appear in the commercial register with their shares, and every transfer is entered there; the shareholders of an AG do not appear there. More on the GmbH under Form a GmbH. A GmbH can later be converted into an AG; more under Convert a GmbH into an AG.
Yes. Instead of cash, the founders contribute an asset that can be recognised in the balance sheet, transferred and sold to third parties. The founders set out its valuation in a formation report, which a licensed auditor examines and confirms. We offer this formation at a fixed price of CHF 797 excl. VAT; the cost of the audit confirmation is not included. Send us an enquiry and we will go through the order details with you personally; this service is not booked through the online form. If real estate is part of the contribution, we prepare an individual quote.
That depends on when the bank's confirmation and all signatures are in, on the date of the notarisation and on how quickly the commercial register office at the company's seat processes the application. In our experience it takes one to four weeks from entering the details to the entry.
Usually not. The founders are represented at the notarisation under a power of attorney that we prepare; you sign it together with the other documents. Anyone who becomes an authorised signatory for the AG has their signature certified, on paper or electronically, and deposits it with the office. Certification costs are not included in our price.
