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Setting up a limited liability company (GmbH) in Switzerland: a practical guide for founders

26.05.2026

The decision’s been made: you want to set up a limited liability company (GmbH) in Switzerland. But between the idea and your own company are questions that need to be answered, forms to fill out and formal steps to be taken. What sounded simple at first suddenly seems complex: how does setting up a GmbH work? What are the requirements regarding share capital? And what should you do first? This guide will help you to structure the process. It will show you step by step how to set up a limited liability company in Switzerland.

At a glance

  • To found a limited liability company, you need minimum share capital of 20,000 francs, which must be fully paid in.
  • Limited liability companies aren’t legally established until they have been entered in the commercial register.
  • The founding process involves several steps, including capital payment, articles of association, notarization and entry in the commercial register.
  • A limited liability company is particularly suitable for smaller companies that want to benefit from a limitation of liability.
  • Use our checklist “Setting up a limited liability company (GmbH)” to prepare each step in a structured way.

A better understanding of the startup process can help you make informed decisions and avoid typical stumbling blocks. That’s why it’s first worth taking a look at the most important features of a GmbH.

What does it mean to found a limited liability company?

A limited liability company (GmbH) is a corporation with its own legal personality. It means that the GmbH is legally independent and is generally only liable with its company assets.

One key feature is the share capital of at least 20,000 francs, which must be fully paid in when the company is founded. This capital remains the property of the limited liability company and is available for business purposes after registration.

The GmbH also has clear structures:

  • Shareholders’ meeting
  • Management
  • Defined capital contribution

This structure creates a sense of accountability and also conveys a professional image to customers, partners and banks.

Limited liability company (GmbH), private limited company (AG) or sole proprietorship: which legal form is most suitable?

Many company founders faced with the question of which legal form is the appropriate one. A limited liability company (GmbH) lies between a simple sole proprietorship and a structured private limited company (AG). A comparison allows us to understand the differences better:

The main differences between AGs and GmbHs at a glance

FeaturePrivate limited company (AG)Limited liability company (GmbH)Sole proprietorship
Feature
Minimum capital
 Private limited company (AG)
CHF 100,000 (min. CHF 50,000 paid in)
 Limited liability company (GmbH)
CHF 20,000
 Sole proprietorship
No minimum capital
Feature
Liability
 Private limited company (AG)
Company assets
 Limited liability company (GmbH)
Company assets
 Sole proprietorship
Private assets
Feature
Capital structure
 Private limited company (AG)
Shares
 Limited liability company (GmbH)
Capital contributions
 Sole proprietorship
No shares
Feature
Startup costs
 Private limited company (AG)
High
 Limited liability company (GmbH)
Medium
 Sole proprietorship
Low
Feature
Bringing in investors
 Private limited company (AG)
Simple
 Limited liability company (GmbH)
Limited
 Sole proprietorship
Not possible

For an in-depth overview of all legal forms, please read our article “Understanding legal forms”.

Is a limited liability company the right legal form for me?

Setting up a limited liability company is particularly suitable if:

  • you want to limit your private risk
  • you want to found a company with manageable starting capital
  • you want a clear separation between private and business assets
  • you want to appear professional from the outset

For very simple activities without major risks, a sole proprietorship may be sufficient. If, on the other hand, you are planning strong growth or the involvement of investors, a private limited company may be the more suitable choice.

Preconditions for setting up a limited liability company in Switzerland

To set up a limited liability company, certain preconditions must be met: 

  • at least one natural person or legal entity
  • an authorized signatory with domicile in Switzerland
  • share capital of at least 20,000 francs
  • public notarization
  • entry in the commercial register

Important: a limited liability company cannot be set up without a notary. Notarization is required by law.

Setting up a limited liability company: a step-by-step guide

The founding of a limited liability company follows a clear procedure. The following steps will help you to implement the process in a structured manner.

Having a business idea is the basic precondition for setting up your own company. The focus is on the following questions:

  • What problem is the company intended to solve?
  • Who is your target group?
  • How does your business model work?

A business plan is not absolutely necessary, but it does help to structure your idea and plan financial assumptions realistically.

To set up a limited liability company, you need minimum capital of 20,000 francs, which must be fully paid in. It’s important that you consider the minimum amount, and realistically assess your financial situation during the startup phase.

The share capital is not lost

  • It remains the property of the limited liability company
  • It can be used for running costs after the company has been founded
  • It forms the financial foundation of your company

The share capital serves as the financial basis of your company and creates trust with business partners and banks.

Before the limited liability company can be founded, the share capital must be paid into a capital payment account. This account is opened specifically for the startup and serves as proof that the required capital is available.

The paid-in capital remains blocked until the entry is made in the commercial register. The bank issues you with a capital confirmation, which you will need for the notarization. Once the company has been founded, the capital is released and can be used for business operations.

PostFinance will be happy to help you open a capital payment account and ensure that you receive the necessary capital confirmation for the notary in good time.

Open a capital payment account

The articles of association form the legal basis for your limited liability company and govern key aspects of the organization. They define how your company is structured and how decisions are made.

Typical contents of the articles of association are:

  • company name and registered office of the limited liability company
  • purpose of the company
  • distribution of the capital contributions
  • management structure

Determine the capital contributions correctly

The capital contributions determine who owns how much of the limited liability company and what voting rights the individual partners have. They are defined in the articles of association and are central to the ownership structure.

The following applies:

  • Share capital (at least 20,000 francs) is divided into capital contributions
  • Each partner holds one or more shares
  • The distribution should reflect the actual shareholding structure

Think carefully about the distribution. It influences not only the ownership structure, but also decision-making processes and subsequent changes in the company.

Request support

When drafting the articles of association, you can seek support from a fiduciary or legal advice. Professional coordination is particularly advisable if multiple partners are involved or if special arrangements are planned.

PostFinance works with the Institut für Jungunternehmen (IFJ). They will guide you step by step through the startup process and support you, together with experienced lawyers and notaries, from drafting the articles of association through to notarization and entry in the commercial register.

Company founder Roberto Cazzato established his own limited liability company this way with support from the IFJ and was able to implement the startup process efficiently and professionally.

“No one has to solve everything alone. Support with founding a startup, finances or administration costs money, but it saves time and energy and prevents avoidable mistakes.” – Roberto Cazzato, founder of DIE VEREDLER GmbH

More about the startup story

The founding of a limited liability company must be publicly certified in Switzerland. At the meeting with the notary, the startup is formally confirmed and becomes legally valid.

The following steps are taken:

  • Articles of association are checked and approved
  • The founding is officially decided
  • The founding documents are signed

To ensure that the meeting runs smoothly, you should ensure in advance that all the necessary documents are fully prepared.

You will typically need:

  • articles of association of the limited liability company
  • capital confirmation from the bank (capital payment)
  • ID documents of the founder(s)
  • information about the management and signing authority
  • additional documents in the case of contributions in kind, if applicable

Depending on the specific situation, additional documents may be required. It is best to clarify this with the notary or your advisor in advance.

Following certification, the documents are submitted to the commercial register. Your limited liability company doesn’t legally become a legal entity until it’s been officially registered. The entry is linked to three important steps:

  • publication in the Swiss Official Gazette of Commerce (SOGC)
  • assignment of a company identification number (UID)
  • official start of business activities

From this point on, you can act on behalf of your limited liability company.

After the company’s foundation, the operational phase begins. To ensure that your company is set up correctly, both legally and organizationally, a number of administrative steps need to be carried out.

These include:

These steps ensure that your limited liability company is set up properly from the outset and that you can concentrate on your core business. PostFinance supports you throughout the startup process – from preparation and opening an account to the next administrative steps.

More about setting up a company with PostFinance

How long does it take to set up a limited liability company?

Setting up a limited liability company in Switzerland typically takes two to four weeks. The exact duration depends primarily on how well prepared you are and whether all the documents are available in full. Once the next steps have been clearly defined and the necessary documents have been prepared, the process can generally be implemented efficiently. Delays usually occur if documents are missing or if coordination has not been completed beforehand.

How much does it cost to set up a limited liability company?

Total startup costs are typically in the range of around 1,000 to 3,000 francs. They comprise various elements and may vary depending on the canton, effort involved and services selected. In addition to the share capital, you should also factor in the following costs:

  • notary costs
  • fees for the commercial register
  • bank fees for the capital payment account
  • optional consulting costs

You can find an in-depth overview of typical costs and their breakdown in the article “Costs of setting up a company”.

Checklist: Setting up a limited liability company in Switzerland

Setting up a limited liability company is easy to plan if all steps have been clarified at an early stage and the documents prepared. The “Setting up a limited liability company” checklist provides you with a practical overview of the preparation and implementation.

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

FAQs about setting up a limited liability company in Switzerland

  • Yes, a limited liability company can be founded in Switzerland by a single person. This person assumes both the role of partner and that of managing director. It is important that at least one authorized signatory is domiciled in Switzerland.

  • No, notarization is required by law. The startup must be officially confirmed by the notary to become legally valid. Without this step, no limited liability company can be entered in the commercial register.

  • The share capital remains the property of the limited liability company and is available for business purposes following commercial register registration. It can be used for investments, ongoing costs or to build up the company, for example.

  • Yes, instead of money, assets such as machinery, vehicles or patents can also be contributed. These contributions in kind must be valued and documented and are subject to stricter formal requirements.

  • As a rule, yes: a limited liability company requires an auditor to audit the annual financial statements. However, smaller companies can opt out if they have fewer than ten full-time equivalents and all partners agree. Whether opting out makes sense depends on the company’s situation.

  • A limited liability company is liable for VAT if its annual turnover exceeds 100,000 francs. Voluntary registration is also possible below this threshold, for example if input tax is to be claimed.

  • Yes, a conversion is possible under the Mergers 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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