In Switzerland, a GmbH or AG can be incorporated the classic way, with an appointment at a notary’s office, or online. This article compares both routes: process, signatures, certification, duration and types of costs.
In short: in Switzerland, incorporating a GmbH or AG always requires a public deed, online as well as the classic way. The difference lies in the process: classically, everyone involved meets for an appointment at the notary’s office and has their signatures certified by a notary or at the commercial register office. Online, the public deed is executed without anyone being physically present: the founders sign a power of attorney with their qualified electronic signature, and a representative signs the articles of association and the deed of incorporation before the notary. The authorised signatories certify their own signatures for the commercial register using their qualified electronic signature. Appointments, trips and certification fees per person no longer apply.
What is the same either way
- Incorporating a GmbH or AG requires a public deed executed by a notary.
- The capital is paid into a capital deposit account at a Swiss bank before the public deed.
- The company is entered by the cantonal commercial register office, with the same official fees.
- At least one authorised signatory must be resident in Switzerland.
- Individual articles of association are possible either way, including with Hoop.
The comparison
| With a notary appointment | Online, public deed without physical presence | |
|---|---|---|
| Public deed | Appointment at the notary’s office, all founders or authorised representatives present | By a notary, with representation: the founders grant a power of attorney by qualified electronic signature, the representative signs the articles of association and the deed of incorporation |
| Identification | With an ID document at the appointment | Online with the digital identity DeepID; the same identification is used for the qualified electronic signature |
| Signatures | By hand, on paper | With a qualified electronic signature, equivalent to a handwritten signature |
| Certification of signatures for the commercial register | For each authorised signatory at a notary or in person at the commercial register office counter, usually with a fee per signature | Self-certification with the qualified electronic signature, no trips and no fee per person |
| Capital deposit account | Opened at the bank, often with an appointment | With some banks directly in the process, otherwise at any Swiss bank |
| Filing with the commercial register office | Usually by the notary or by post | Electronic |
| Several people involved | Everyone must find a common appointment or have powers of attorney certified | Each person signs whenever and wherever they are |
| Time until filing | Depends on available appointments at the notary, the bank and with everyone involved | A few hours, once the details and the capital are ready |
| Types of costs | Public deed, certifications per person, commercial register, bank | Public deed, commercial register, bank and the provider’s service |
After filing, in both cases the processing time of the commercial register office decides, usually a few working days.
The underestimated difference: certifying signatures
The commercial register requires a certified signature from every authorised signatory. Classically, this means every managing director, every board member and every holder of a power of procuration goes to a notary or to the commercial register office counter, shows ID and pays for the certification. With several people, in different places or abroad, this is often why an incorporation is delayed by days or weeks.
Anyone with a qualified electronic signature can confirm their own signature without going anywhere. In an online incorporation with Hoop, this happens in the same process as the other signatures: no appointment, no trip and no extra cost per person. Not every online incorporation covers this step; ask whether the public deed and the certification are digital too.
When the classic route makes sense
- You want to discuss taxes or the shareholding structure in person with an expert. You can still complete the incorporation itself online afterwards, including with individual articles of association.
- Not everyone involved can identify online; the supported ID documents and countries of residence are listed in the DeepCloud overview.
For most incorporations with clear details, the online route is faster and involves less effort. → Start a company with Hoop
Frequently asked questions
Is an online incorporation as valid as one at a notary’s office?
Yes. Online too, a notary executes the public deed; the founders are represented by an authorised person and sign the power of attorney with their qualified electronic signature. The qualified electronic signature is equivalent to a handwritten signature.
Do I have to go anywhere in person for an online incorporation?
No. Identification, signatures, certification and the public deed all happen online; you pay in the capital by bank transfer.
How much does a notary charge to certify a signature?
Each canton sets its own rules; usually a fee is charged per signature. With self-certification using a qualified electronic signature, this fee does not apply; with Hoop it is included.
Is Hoop a notary’s office?
No. Hoop is a private software provider. The public deed is executed by a notary, the entry by the cantonal commercial register office. More answers: questions and answers on incorporation.
Legal basis: representation Art. 32 ff. CO; public deed of incorporation Art. 777 CO (GmbH) and Art. 629 CO (AG); payment of capital Art. 633 CO and Art. 777c CO; qualified electronic signature Art. 14 para. 2bis CO; signatures for the commercial register and self-confirmation with a qualified electronic signature Art. 21 CRO.
Next steps with Hoop
Incorporate your GmbH, AG or sole proprietorship directly online – with digital identification, qualified signature, certification of signatures and filing with the competent commercial register office.
Company incorporation online with Hoop · Questions and answers on incorporation · Commercial register offices
For businesses that do it themselves: 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.
