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Founding a private limited company in Switzerland: step by step for a successful startup

15.04.2026

Many people associate private limited companies (Ltd.) with large companies. The private limited company can also be a suitable legal form for ambitious SMEs or growth-oriented startups, however. If you want to set up a private limited company, you have to meet certain preconditions – for example, with regard to share capital, its payment and the formal steps involved in founding a company. These guidelines show you how to set up a private limited company in Switzerland step by step.

At a glance

  • To found a private limited company, you need share capital of at least 100,000 francs, of which 50,000 francs must be paid in.
  • The private limited company is not legally established until it has been entered in the commercial register.
  • A private limited company is particularly suitable for companies with growth plans or investors.
  • Setting up a company involves several steps, such as articles of association, a capital payment account, notarial certification and an entry in the commercial register. Our checklist will help you prepare the process in a structured manner.

In order to understand the startup process better, it first helps to understand the most important characteristics of a private limited company.

What is a private limited company?

A private limited company is a corporation with its own legal identity. This means that the company is legally independent and is generally liable with its company assets. Private assets of shareholders are generally protected.

A key characteristic of the private limited company is the division of the capital into shares. These can be transferred or sold. This makes the private limited company particularly suitable for companies that want to grow or raise capital from investors at a later date.

In addition to the capital structure, the private limited company also has a clear organizational structure.

The central bodies include:

  • the General Meeting of the shareholders
  • the Board of Directors
  • auditors where applicable

This structure creates transparency and clear responsibilities within the company.

Private limited company or limited liability company: which legal form is better suited to you?

When choosing a legal form, many company founders primarily compare the private limited company and the limited liability company (GmbH). Both are among the most common corporations in Switzerland and offer a limitation of liability. However, they do differ in some important respects.

Limited liability companies are often suitable for smaller companies or startups with a manageable cash requirement. The private limited company, on the other hand, offers more flexibility in the capital structure and is often chosen when growth or investors play a role.

The most important differences between private limited companies and limited liability companies at a glance

FeaturePrivate limited company (AG)Limited liability company (GmbH)
Feature
Minimum capital
 Private limited company (AG)
CHF 100,000
 Limited liability company (GmbH)
CHF 20,000
Feature
Liability
 Private limited company (AG)
Company’s assets
 Limited liability company (GmbH)
Company’s assets
Feature
Capital structure
 Private limited company (AG)
Shares
 Limited liability company (GmbH)
Capital contributions
Feature
Bringing in investors
 Private limited company (AG)
Simple
 Limited liability company (GmbH)
Limited

Is the private limited company the right legal form for me?

Setting up a private limited company is particularly suitable if

  • you want to raise capital from investors
  • you plan to grow and scale up your company
  • you prefer a clear capital structure with shares
  • you want to build up a professional corporate structure

For smaller companies without a high cash requirement, however, a limited liability company or sole proprietorship may be sufficient.

Preconditions for setting up a private limited company in Switzerland

In order to set up a private limited company, certain legal preconditions must be met. These are primarily related to capital, organization and formal founding documents. 

The most important preconditions include:

  • share capital of at least 100,000 francs
  • a payment of at least 50,000 francs on foundation
  • company headquarters in Switzerland
  • a Board of Directors with at least one member resident in Switzerland
  • the company’s articles of association
  • auditors where applicable

Once these conditions are met, the actual foundation can be prepared.

Payment of the share capital

A key component of the foundation of a private limited company is the payment of the share capital. This refers to the payment of the capital that is earmarked for the founding of the company.

In the case of a private limited company, the minimum capital is 100,000 francs. You must pay in at least 50,000 francs when setting up your company. The payment can be made in various ways:

  • cash contribution: the capital is paid in as a cash amount.
  • contribution in kind: instead of money, assets such as machinery, vehicles or patents can also be contributed. However, these must be valued and documented.

To ensure that the payment has demonstrably been made, the capital is paid into a special account. This so-called capital payment account serves as a confirmation to the notary and the commercial register that the required capital is available.

Capital payment account with PostFinance

To found your private limited company, you can open a capital payment account with PostFinance and process the payment easily and securely.

Find out more now

Step by step to your own private limited company – from the idea through to the commercial register

The founding of a private limited company follows a clearly defined procedure. Many steps concern organizational preparations, others are prescribed by law.

The following overview shows the most important steps on the way to your own private limited company.

The first step is the business idea. Before taking formal steps, the following should be clear

  • what problem your company is solving
  • who your target group is
  • how your business model works

A business plan is not absolutely necessary, but it often helps to structure the planning.

The next step is to decide how much share capital there should be and how it should be divided up. This includes determining the number and nominal value of shares.

The share capital amounts to at least 100,000 francs and is divided into individual shares, e.g.:

  • 1,000 shares of 100 francs
  • 100 shares of 1,000 francs

Both variants generate the same capital, but differ in terms of flexibility. A larger number of shares with a lower face value will make it easier to split shareholdings or bring in investors later on.

The chosen structure forms the basis for the subsequent ownership structure and should therefore be determined carefully.

 The next step is to determine who is responsible for the company and how control is organized. The Board of Directors and, depending on the size of the company, auditors play a key role.

The Board of Directors is the highest management body. It determines the strategic alignment, monitors management and ensures compliance with legal requirements. At least one member must be resident in Switzerland.

The auditors audit the annual financial statements and ensure transparency towards shareholders. Smaller companies can choose not to carry out an audit (opt-out) if they have fewer than ten full-time equivalents and all shareholders agree.

The company name is a central element of the company identity and must contain the additional information “AG” (Ltd.). In addition, it must not be confused with existing companies.

In parallel, the legal domicile of the private limited company is determined. This has an impact on responsibilities, for example in relation to public authorities or taxation, and should therefore be chosen carefully.

The articles of association form the legal basis of the private limited company. They govern the purpose of the company, the amount of share capital and the organization of the company, among other things.

As the articles of association are binding later on, it is worthwhile to formulate them carefully, especially if multiple shareholders are involved or long-term growth is planned. They are formally checked by the notary and by the commercial register as part of the foundation process.

When setting up a private limited company, the share capital must be paid into a capital payment account. This account serves as evidence to the notary and the commercial register that the required capital is available. Once the private limited company has been registered, the account is converted into a regular business account.

With the capital payment account from PostFinance, you can pay in your share capital easily and securely and receive the required company foundation confirmation from a single source.

In this step, the share capital is effectively paid in or contributed in the form of property, plant and equipment. The payment is a precondition for the notarial stage of the company’s founding and must be documented accordingly. For contributions in kind, additional evidence and valuations are required.

The founding of a private limited company must be publicly certified. Once the notary has certified them, the articles of association are approved and the foundation is formally established. This is when the deed of foundation comes into being, which contains all the key information about the company and is signed by the founders.

Important information: All relevant documents must be available in full at this point. These include:

  • the articles of association
  • the confirmation of the capital payment
  • the details of the Board of Directors and management

The notary checks whether the foundation meets the legal requirements and officially certifies the procedure. However, content-related or strategic questions – such as on the structure of the articles of association – are not assessed in detail.

After notarization, the documents are submitted to the commercial register.

The private limited company is not legally established as a legal entity until it has been entered in the commercial register. From this date, the company can operate officially.

Following the founding of the company, other organizational tasks are carried out that are important for the start of operations, such as:

  • opening a business account
  • registering with the OASI
  • checking VAT liability
  • taking out necessary insurance policies

Insurance issues, in particular, are worth clarifying at an early stage. The types of insurance that are useful or necessary depend on your activities and corporate structure. You can find an overview of this in the blog post “Insurance when founding a company”.

These steps ensure that your company is set up correctly, both legally and administratively.

How long does it take to found a private limited company?

How long it takes to set up a private limited company depends primarily on the preparation. Once all the documents are available, the formal process usually takes two to four weeks.

In particular, time is required for:

  • preparation of the articles of association
  • the appointment with the notary
  • processing in the commercial register

Good preparation can prevent delays and enable the company to be founded efficiently.

How much does it cost to found a private limited company?

In addition to the share capital, further costs are incurred when founding a private limited company.

Typical cost items are:

  • notary costs
  • fees for the commercial register
  • bank fees for the capital payment account
  • consultancy costs
  • costs for auditors if applicable

Depending on the work involved and the specific canton, these costs can add up to several thousand francs. You can find an in-depth overview of typical cost items and their breakdown in the blog post “Costs of setting up a company”.

Rights and duties of the Board of Directors

The Board of Directors is the central management body of the private limited company. Its primary tasks include:

  • strategic management of the company
  • organization of the company
  • supervision of the Executive Board
  • compliance with legal regulations

In the event of breaches of duty, the Board of Directors may under certain circumstances be held personally liable.

Checklist: founding private limited companies in Switzerland

Setting up a private limited company involves several steps – from capital planning to taking out the most important insurance policies. A clear overview helps you to keep track of the entire process.

Our “Setting up a private limited company” checklist provides a clear summary of all the steps and necessary documents and helps you to prepare your startup in Switzerland in a structured manner.

Download checklist (PDF) The link will open in a new window

FAQs about setting up a private limited company in Switzerland

  • A minimum share capital of 100,000 francs is required to set up a private limited company. Of this amount, at least 50,000 francs must be paid in when founding the company. The rest can be paid in later.

  • No, a private limited company cannot be founded without capital. The minimum share capital is stipulated by law. However, under certain conditions, contributions in kind may be made instead of money.

  • Founding a private limited company usually takes two to four weeks. The duration depends primarily on how well the documents are prepared and how quickly the notary and commercial register work. Careful preparation can significantly speed up the process.

  • In principle, the private limited company is liable with its company assets. Shareholders are not generally liable with their private assets. However, the Board of Directors may be held personally liable for breaches of duty.

  • In principle, yes. A private limited company requires auditors to audit the annual financial statements. However, smaller companies can opt out if they have fewer than ten full-time equivalents and all shareholders agree. Whether opting out makes sense depends on the company’s situation.

  • Yes, a conversion is possible under the Merger Act. Assets and structures are transferred to the new legal form. Such a conversion should be planned carefully and verified from both legal and fiscal perspectives.

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