Guide to setting up a stock corporation
Mar 31, 2025
Introduction
The stock corporation (AG) is one of the most significant legal forms in the Swiss corporate landscape. This type of company is particularly suitable for medium to large enterprises and offers crucial advantages:
Liability limitation to company assets: No liability on the private assets of the shareholders
Easy transferability of shares
Professional external perception
Tax optimization opportunities
The formation of a stock corporation requires careful planning and legal expertise. In this step-by-step guide, you will learn the essential aspects of forming a stock corporation:
Preparation of formation
Necessary documents and legal requirements
Capital procurement and financial aspects
Shareholders' agreement
Legal framework
Tax obligations
Practical tips for avoiding mistakes
Preparation of the incorporation
The careful preparation of incorporating a stock corporation begins with the precise definition of the company's purpose: The purpose should be formulated broadly enough to allow for strategic adjustments, clearly depict the core activities of your company but still be specific enough to avoid objections from the commercial registry office.
Further, the name selection for your stock corporation requires a thorough examination:
Research in the commercial register at zefix.ch
Verification of the trademark register at IGE
Check domain availability
Important: Do not invest in logos, business cards, or websites until the company name's availability is confirmed. Early company and trademark research prevents unnecessary costs and legal conflicts.
Necessary documents and legal requirements
The formation of a stock corporation requires the following legally binding documents:
Statutes of the company detailing:
Certificate of incorporation
The commercial register application is submitted after notarization. Required documents that must be submitted with the application:
Application form
Notarized certificate of incorporation
Original statutes
Acceptance declarations from the board of directors and managers
Domicile acceptance declaration at c/o address
Share capital confirmation
The commercial register fees amount to CHF 600-800. After successful review, the stock corporation is registered in the commercial register and obtains its legal existence.
Financial aspects
Forming a stock corporation requires a minimum share capital of CHF 100,000. At the time of formation, at least 20%, but at least CHF 50,000 in absolute terms, must be paid in (= partial liberation). The remaining sum can remain as non-liberated share capital.
A precise liquidity planning is crucial for business success. Create a detailed list of expected income and expenses and plan reserves for unexpected costs.
Consider fixed costs, such as social security contributions, pension fund contributions, insurance premiums, and administrative costs.
Experience shows: Many stock corporations fail not due to lack of profitability but due to liquidity shortages. A solid financial plan for the first 12 months after formation is therefore essential.
Shareholders agreement
The shareholders agreement is a legal document that governs the relationships and obligations among shareholders of a stock corporation. This private agreement creates clear relationships among the founders and protects the interests of all involved. The agreement prevents potential conflicts and ensures the long-term cooperation of shareholders.
The shareholders agreement complements the legal provisions of the Code of Obligations and the statutes of the stock corporation. It can cover aspects like preemptive rights in share purchases, profit distribution regulations, binding voting rights, non-compete clauses, exit and exclusion rights, succession regulations, and much more.
The regulations in the shareholders agreement must be precisely formulated to avoid later interpretation gaps. A legal review of the contract is recommended.
Tax obligations
As a stock corporation in Switzerland, you are subject to various tax obligations:
Profit tax: Taxation of net profit at federal, cantonal, and municipal levels
Capital tax: Annual taxation of equity by cantons and municipalities
Withholding tax: 35% on dividend distributions and certain interest income
The value-added tax obligation arises when:
The annual turnover exceeds CHF 100,000
The stock corporation opts voluntarily
You can apply for the VAT number online at the Federal Tax Administration (ESTV). Required documents:
Commercial register excerpt
Business plan with turnover forecast
Identity proof of authorized signatories
The tax rates vary by canton. Professional tax advice helps identify optimization potential and ensures compliance.
Practical tips for avoiding mistakes when incorporating a stock corporation
Forming a stock corporation requires careful planning. These typical pitfalls should be avoided:
1. Hasty investments in marketing materials
Creation of logo, business cards, and website before commercial register registration
Risk of name conflicts and unnecessary costs
Solution: Start with visual identity only after successful name verification
2. Purpose formulation is too narrow
Restriction of business flexibility
Frequent statute changes required
Solution: Broad, but precise formulation of the company purpose
3. Insufficient liquidity planning
Underestimation of ongoing costs
Lack of reserves for social security contributions
Solution: Detailed financial planning for at least 12 months
4. Lack of shareholders' agreement
Insufficient regulation in case of conflicts
Unclear responsibilities
Solution: Early legal safeguarding through ABV
Conclusion on incorporation a stock corporation in Switzerland
Setting up a stock corporation requires careful planning, legal know-how, and precise implementation. The structured formation process with its various legal and administrative requirements can be considerably simplified through professional support.
Incorporationg a stock corporation with professional support minimizes the risk of errors and saves valuable time.
Jurata® supports you with the preparation of the notarization and ensures that all legal requirements are met. The long-standing experience in Swiss company law guarantees professional support for your incorporation project.
