Company incorporation
Open a capital contribution account: Procedure for LLC and stock corporation
When you need it, how the deposit works, and what happens after the commercial register entry.
What is a capital contribution account?
A capital contribution account is a temporary blocked account for paying in the company capital before incorporation of an LLC or stock corporation.
In the case of a stock corporation, cash contributions must be deposited with a bank for the exclusive disposal of the company. The bank may only release the amount once the company has been entered in the commercial register (Art. 633 Abs. 1 OR and Art. 633 Abs. 2 OR).
The same basic idea applies to an LLC. Contributions must be fully paid up on incorporation, and the rules of company law apply accordingly to the payment and examination of contributions (Art. 777c Abs. 1 OR and Art. 777c Abs. 2 Ziff. 3 OR).
In practice, this means: You open an account in the name of the company to be incorporated, pay in the capital and receive a capital contribution confirmation from the bank. This confirmation is a key document for the notary public and the Commercial Register.
Who needs a capital contribution account?
You generally need a capital contribution account if you are setting up an LLC or stock corporation in cash.
For a sole proprietorship, you do not need a capital contribution account because it does not have any statutory share or share capital. Similarly, with a general partnership, the payment of a legally defined share capital is not a priority.
The situation is different with LLC and stock corporation. These legal forms have a legally prescribed capital. Although the company is only created when it is entered in the Commercial Register, the contributions must be correctly provided and confirmed beforehand.
How much capital must be paid in?
For an LLC, at least CHF 20'000 must be paid in. For a stock corporation, at least CHF 50'000 must be paid up, although the share capital must be at least CHF 100'000.
Legal form | Statutory minimum capital | Payment upon formation |
|---|---|---|
LLC | CHF 20'000 share capital | fully paid, so at least CHF 20'000 |
stock corporation | CHF 100'000 share capital | at least 20 percent of each share, totaling at least CHF 50'000 |
For an LLC, the share capital must be at least CHF 20'000 (Art. 773 Abs. 1 OR). For each share, a contribution equal to the issue price must be paid in full on incorporation (Art. 777c Abs. 1 OR). An LLC is therefore not incorporated on a partially paid-up basis.
For a stock corporation, the share capital must be at least CHF 100'000 (Art. 621 Abs. 1 OR). On incorporation, the contribution must be paid for at least 20 percent of the nominal value of each share. In total, the contributions paid must be at least CHF 50'000 (Art. 632 Abs. 1 OR and Art. 632 Abs. 2 OR).
How does the opening of a capital contribution account work?
The process is straightforward once the incorporation documents have been properly prepared.
1. Prepare incorporation data
Before you contact the bank, the key details of the future company should be resolved.
In particular, this includes:
Company name
Legal form, i.e. LLC or stock corporation
Registered office of the company
Amount of share capital
Names of the founders
Allocation of shares
Management or Board of Directors
Company purpose
The details should match the articles of association, public deed of incorporation and subsequent Commercial Register application. Small variations in name or capital amounts can delay the process.
2. Select a bank and apply for an account
The capital contribution account is opened with a bank. In the case of a stock corporation, the law requires cash contributions to be deposited with a bank in accordance with the Banking Act (Art. 633 Abs. 1 OR).
The bank checks the account details and the persons involved. Depending on the bank, identity documents, details of beneficial owners and information on the origin of the funds are required.
If you do not want to coordinate everything yourself during the incorporation process, Jurata can help you to incorporate your LLC or stock corporation. This is particularly convenient if the bank, notary public and Commercial Register are to be properly coordinated.
3. Pay in capital
As soon as the account is opened, the founders transfer the capital.
For an LLC, CHF 20'000 must be paid in for a standard incorporation with minimum capital (Art. 773 Abs. 1 OR and Art. 777c Abs. 1 OR).
For a stock corporation, the amount depends on whether you pay up in full or in part. Legally, at least CHF 50'000 must be paid up. In addition, at least 20 percent of the nominal value must be paid on each share (Art. 632 Abs. 1 OR and Art. 632 Abs. 2 OR).
The money remains blocked. The bank may only release the amount once the company has been entered in the Commercial Register (Art. 633 Abs. 2 OR).
4. Receive confirmation of capital contribution
Once the money has been received, the bank issues a capital contribution confirmation. It confirms that the capital has been correctly deposited.
In the case of a stock corporation, the confirmation of the deposit of cash contributions is one of the supporting documents for the deed of incorporation (Art. 631 Abs. 2 Ziff. 4 OR). In addition, the Commercial Register Ordinance requires a certificate for cash contributions showing with which bank the contributions are deposited, unless the bank is already named in the public deed (Art. 43 Abs. 1 lit. f HRegV).
A corresponding obligation to document applies to cash contributions for an LLC (Art. 71 Abs. 1 lit. g HRegV).
5. Public notarization and entry in the Commercial Register
An LLC and stock corporation are established by public deed. In the case of a stock corporation, the founders declare in the public deed that they are establishing a joint-stock company, lay down the articles of association and appoint the governing bodies (Art. 629 Abs. 1 OR). In the case of an LLC, this is done accordingly for the limited liability company (Art. 777 Abs. 1 OR).
In the deed of incorporation, the founders confirm that the statutory and articles of association requirements for contributions are met (Art. 629 Abs. 2 Ziff. 3 OR and Art. 777 Abs. 2 Ziff. 3 OR).
Following notarization, the company is registered with the Commercial Register. The capital is only released after registration in the Commercial Register.
What happens after entry in the Commercial Register?
After entry in the Commercial Register, the blocked capital is available to the company.
The money does not go back to the founders. It belongs to the LLC or stock corporation and can be used for business operations, such as rent, goods, wages, software or marketing.
In practice, the bank usually requires a certified copy from the Commercial Register or confirmation of the entry. The money is then transferred to a business account or the capital contribution account is transferred internally within the bank to a business account.
Particularly in the case of a stock corporation, the capital is also important from a liability perspective. In principle, only the company assets are liable for the liabilities of the stock corporation (Art. 620 Abs. 1 OR).
What documents does the bank typically require?
The exact requirements differ depending on the bank. In practice, you should expect to provide the following documents and details:
Draft articles of association
Details of company, registered office and purpose
Capital amount and shareholding structure
Copies of the founders' identity documents
Details of beneficial owners
Correspondence address
if applicable, details of source of funds
The more international or complex the structure, the more likely the bank is to ask additional questions. This is normal, but can take time.
Typical errors with capital contribution accounts
Many delays occur because of minor inconsistencies. Common ones are:
The company name on the account does not match the articles of association.
The capital amounts do not match the shareholding structure.
The payment is made too late.
The bank confirmation is not in the required form.
In the case of a stock corporation, the minimum partial payment of CHF 50'000 is overlooked.
In the case of an LLC, partial paid-up is mistakenly assumed.
The last point is particularly important. In the case of an LLC, the shares must be paid up in full (Art. 777c Abs. 1 OR).
Does the money have to be paid in cash?
No. In corporate law, “cash contribution” does not necessarily mean physical cash. What is meant is a contribution in money, in contrast to a contribution in kind or historical set-off.
In the case of a stock corporation, contributions in money are payments in the currency in which the share capital is expressed, and payments in other freely convertible currencies to the share capital (Art. 633 Abs. 3 OR).
If you want to contribute assets instead of cash, such as machinery, vehicles or receivables, a simple capital contribution account is not sufficient. In this case, additional rules apply to contributions in kind or set-off arrangements.
Conclusion: Small but crucial for incorporation
The capital contribution account is a temporary account, but a key step in incorporating an LLC or stock corporation. It shows that the legally required capital is actually available and forms the basis for notarization and Commercial Register entry.
For an LLC: The share capital must be at least CHF 20'000 and must be fully paid up (Art. 773 Abs. 1 OR and Art. 777c Abs. 1 OR).
For a stock corporation: The share capital must be at least CHF 100'000, of which at least CHF 50'000 must be paid up on incorporation (Art. 621 Abs. 1 OR and Art. 632 Abs. 2 OR).
Preparing documents early, coordinating details properly and obtaining bank confirmation in good time avoids unnecessary delays.
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