What is a GmbH?
A GmbH (Gesellschaft mit beschrankter Haftung) is the Swiss equivalent of a limited liability company and one of the most common legal forms for SMEs. It combines limited liability with relatively practical governance requirements.
Key Features
- Minimum share capital: CHF 20,000
- Capital is generally fully paid in at formation
- Shareholders are listed in the Commercial Register
- Suitable for owner-managed operating companies
- Lower structural complexity than many AG setups
Incorporation Process
- Define shareholders, quotas, and management structure
- Prepare and notarize incorporation documents
- Deposit share capital in a Swiss capital account
- Complete Commercial Register filing and publication
Tax and Compliance Implications
A GmbH is typically subject to Swiss corporate income tax and capital tax. Because ownership is publicly registered, governance records and ownership documentation should remain consistent across legal, banking, and accounting files.