Five rising steps, four marked in orange, lead to a lit entrance: step by step to the GmbH

This checklist takes you through setting up a GmbH (Swiss limited liability company) in five phases: from preparation to the obligations that follow the commercial register entry. Tick off what is done and print the list if you need it. The background to each step is in the guide Setting up a GmbH in Switzerland.

In short: for a GmbH you need a checked company name, nominal capital of at least CHF 20,000 paid in full, articles of association, a public deed and an entry in the commercial register. At least one person resident in Switzerland must be able to represent the GmbH. After the entry come the quota register, the list of beneficial owners and, within one month, the report to the transparency register.

Checklist as PDF: Download to print (1 page)

1. Set the key details

  • Company name checked in Zefix; it contains «GmbH» (Art. 950 CO). Optional: trademark and domain checked.
  • Purpose of the company drafted.
  • Municipality of the registered office and business address set; for a c/o address, the domicile acceptance declaration is available.
  • Members defined: one or more natural persons or legal entities (Art. 772 CO).
  • Management and signing authority set; at least one person authorised to represent the company lives in Switzerland (Art. 814 para. 3 CO).
  • Auditor elected or opting-out decided: possible with no more than 10 full-time positions on annual average and the consent of all members (Art. 727a para. 2 CO).

With Hoop: you enter the key details in a guided process; the application checks the company name.

2. Provide the nominal capital

  • Nominal capital set: at least CHF 20,000 (Art. 773 CO), divided into quotas with a nominal value above zero (Art. 774 CO).
  • Cash contribution: capital deposit account opened, capital paid in full, bank confirmation received (Art. 777c CO).
  • For contributions in kind or set-off: contribution agreement, formation report and audit confirmation prepared.

With Hoop: capital deposit account with UBS or YAPEAL directly in the process; your own Swiss bank works too. More on the capital deposit account

3. Prepare the formation documents

  • Articles of association with company name, registered office, purpose, nominal capital, number and nominal value of the quotas and form of notices (Art. 776 CO). Cantonal templates are listed in GmbH articles of association template.
  • Decided whether the articles provide for additional contributions, ancillary obligations, pre-emption rights or a non-compete clause (Art. 795 and 796 CO).
  • Deed of incorporation prepared.
  • Declarations of acceptance by the managing directors and, where applicable, the auditor.
  • Stampa declaration and, depending on the canton, further declarations (e.g. on the acquisition of real estate by persons abroad).
  • Powers of attorney, if founders are represented.

With Hoop: the articles and all formation documents are generated from your details.

4. Notarise and register

  • Deed of incorporation publicly notarised (Art. 777 CO).
  • Application with all supporting documents filed with the commercial register office of the canton of the registered office, signed by the authorised signatories.

With Hoop: notarisation without being present in person. You sign a power of attorney with a qualified electronic signature (QES), and a representative signs before the notary (Art. 32 CO). After online identification, you certify your own signature for the commercial register with the QES (Art. 21 para. 3 CRO).

5. After the commercial register entry

  • Entry checked: the GmbH becomes a legal entity on entry (Art. 779 CO); it receives its UID, the entry appears in the SOGC, the bank releases the capital.
  • Beware of invoices from private directories after the SOGC publication (address book scams).
  • Quota register set up (Art. 790 CO) – we offer an Excel template.
  • List of beneficial owners set up (Art. 790a CO).
  • Report to the transparency register within one month of the entry (Art. 9 para. 4 TJPG). Filing via EasyGov is free of charge; Hoop prepares the report and, if you wish, files it for you with a power of attorney. Transparency register guide
  • With employees: registration with the AHV compensation office, accident insurance (UVG) and occupational pension (BVG).
  • VAT: mandatory from CHF 100,000 turnover per year, voluntary below.
  • Accounting set up.

With Hoop: you keep the quota register and the list of beneficial owners online, with every change saved as a version.

What to have ready

  • Passport or ID card and residential address of all founders and managing directors
  • Two or three options for the company name
  • A short description of the purpose
  • Business address and, for a c/o address, the consent of the address holder
  • The nominal capital in a Swiss account or ready to transfer
  • A smartphone for identification and qualified electronic signature

Legal basis: Code of Obligations (CO) Art. 32, 727a, 772–779, 790, 790a, 814, 950; Commercial Register Ordinance (CRO) Art. 21; Transparency Act (TJPG) Art. 9. Last reviewed: November 2026.

Frequently asked questions about the checklist

How long does it take to set up a GmbH?

The traditional route usually takes two to four weeks until the commercial register entry. Online, all steps up to the application can be done in one day; the entry itself is made by the commercial register office.

Do I need an appointment with a notary?

The deed of incorporation must be publicly notarised. With Hoop, this happens without being present in person: you are represented by power of attorney and sign with a qualified electronic signature.

Can I set up a GmbH on my own?

Yes. One person is enough as member and managing director, provided they live in Switzerland. Otherwise you need another person authorised to represent the company who lives in Switzerland.

What do I have to report after the formation?

Within one month of the entry, the beneficial owners to the transparency register. Depending on the situation, add the AHV compensation office, accident insurance, occupational pension and VAT. More answers in Questions on incorporation.

Next steps with Hoop

Incorporate your LLC, Ltd or sole proprietorship directly online – with digital identification, qualified signature and filing with the competent commercial register office.

Company incorporation online with Hoop · Commercial register offices · Digital share register for LLC and Ltd

For businesses that do it themselves: Share register for businesses · Start a company for businesses

This blog article does not constitute legal advice, it is made available “as is” and makes no claim to completeness or accuracy. Hoop makes no warranty or liability as to its content. This is excluded to the extent permitted by law. Use is at your own risk. Legal advice is recommended if necessary.