The GmbH (Gesellschaft mit beschränkter Haftung, limited liability company) is the most frequently formed corporation in Switzerland: it combines limited liability with a moderate capital requirement and suits freelancers, SMEs, start-ups without large funding rounds and subsidiaries. This guide explains the requirements, the incorporation procedure step by step, the documents you need, how long it takes and what the costs consist of.
Key facts
- Capital of at least CHF 20,000, fully paid in on incorporation (Art. 773 and 777c CO).
- One person is enough: the member can be a single natural person or legal entity (Art. 772 CO).
- At least one person authorised to represent the company must be resident in Switzerland (Art. 814 para. 3 CO).
- The articles of association and the deed of incorporation must be publicly notarised; the GmbH comes into existence when it is entered in the commercial register (Art. 777 and 779 CO).
- With a digital process, incorporation is possible without appearing in person before a notary.
Who the GmbH is suited to
The GmbH is a corporation with its own legal personality: only the company’s assets are liable for its debts (Art. 794 CO), while members only risk their contribution. Compared with the AG it needs less capital and is simpler to run – in return, members are published in the commercial register with their capital contributions, and transferring contributions is more involved. It therefore suits businesses with a stable group of members who work actively in the company.
If you want to bring in investors, transfer shares frequently or keep the owners out of the public register, consider setting up an AG; the comparison AG vs GmbH sets out the differences. A GmbH can later be converted into an AG under the Merger Act.
Requirements for forming a GmbH
Capital
The capital (Stammkapital) is at least CHF 20,000 (Art. 773 para. 1 CO) and must be fully paid in on incorporation (Art. 777c CO). It is divided into capital contributions with a nominal value above zero (Art. 774 CO). Since 2023, the capital may also be denominated in a foreign currency that is essential to the business (Art. 773 para. 2 CO).
The cash contribution is paid before incorporation into a capital deposit account with a bank in Switzerland; the bank confirms the payment and releases the funds after registration in the commercial register. Contributions in kind are possible instead – these require a contribution-in-kind agreement, a formation report and an audit confirmation (Art. 777c para. 2 CO, referring to company law for the AG).
Members
A GmbH can be formed by one or more natural persons or legal entities (Art. 772 CO). Members are entered in the commercial register with their name, place of residence and the number and nominal value of their capital contributions (Art. 791 CO). The articles may provide for additional contribution or ancillary performance obligations (Art. 795 and 796 CO) – a decision to take deliberately at incorporation.
Management and residence requirement
Unless the articles provide otherwise, all members manage the company jointly (Art. 809 CO); in practice, one or more managing directors are usually appointed. The company must be able to be represented by at least one person resident in Switzerland – a managing director or an officer (Art. 814 para. 3 CO).
Company name, registered office and purpose
The company name must be clearly distinguishable from all names in the commercial register and contain the legal form “GmbH” (Art. 950 and 951 CO); a prior check in Zefix is worthwhile. The registered office is the municipality of the legal domicile – own premises, a coworking space or a domicile address with a domicile acceptance declaration. The purpose describes the business activity and is published.
Auditor
The same thresholds as for the AG apply (Art. 818 CO): an ordinary audit from two of three thresholds (balance sheet total CHF 20 million, revenue CHF 40 million, 250 full-time positions), otherwise a limited audit – which can be waived with the consent of all members if the GmbH has no more than ten full-time positions (opt-out, Art. 727a para. 2 CO). Most new GmbHs opt out.
Register of members and beneficial owners
The GmbH keeps a register of members recording the capital contributions (Art. 790 CO) and a register of beneficial owners (Art. 790a CO). From 1 October 2026, beneficial owners must also be reported to the transparency register.
Procedure: setting up a GmbH in 7 steps
1. Decide on the key details
Company name, registered office, purpose, amount of capital and allocation of capital contributions, members, management and signing authorities, any additional contribution or ancillary performance obligations, auditor or opt-out.
2. Draw up the articles and incorporation documents
The articles contain at least the company name and registered office, purpose, amount of capital and the number and nominal value of the capital contributions (Art. 776 CO). They are accompanied by the deed of incorporation, declarations of acceptance, the domicile acceptance declaration and the Stampa and Lex Koller declarations.
3. Open the capital deposit account and pay in the capital
The bank opens a blocked account in the name of the “GmbH in formation” and issues the capital deposit confirmation after payment. With Hoop, the account with UBS or YAPEAL can be opened directly from the incorporation process; any other Swiss bank is also possible.
4. Notarisation
In the notarised deed of incorporation, the founders declare that they are forming a GmbH, adopt the articles and appoint the corporate bodies (Art. 777 CO). Traditionally this happens at an in-person appointment with a notary; with a digital incorporation, notarisation is possible without appearing in person, as the founders can be represented.
5. Application to the commercial register
The application, together with the deed of incorporation, articles, capital deposit confirmation and declarations, goes to the commercial register office of the canton where the company has its seat. Our overview of the commercial register offices in Switzerland shows which one is responsible.
6. Registration, UID and publication
On registration, the GmbH acquires legal personality (Art. 779 CO). It receives its UID, the entry is published in the SOGC and the bank releases the capital.
7. After incorporation
Set up the register of members and the register of beneficial owners (easiest digitally), register with AHV as an employer, register for VAT from CHF 100,000 turnover (or voluntarily), take out accident insurance and occupational pension cover for employees, set up accounting – and from 1 October 2026 report to the transparency register.
Which documents do you need?
- Articles of association (Art. 776 CO)
- Notarised deed of incorporation (Art. 777 CO)
- Capital deposit confirmation from the bank – for contributions in kind also the contribution agreement, formation report and audit confirmation
- Declarations of acceptance by the managing directors and the auditor, or the opt-out declaration
- Domicile acceptance declaration if the company has no premises of its own at its seat
- Stampa declaration and Lex Koller declaration
- Application to the commercial register
- Copies of the identity documents of the persons involved for identification and signature
A digital incorporation process generates these documents from data entered once and has them signed with a qualified electronic signature.
How long does it take to set up a GmbH?
The traditional route usually takes two to four weeks until registration in the commercial register: notary appointments, opening the account, correspondence between the parties. With a fully digital process, every step up to the commercial register application can be completed in one day – company formation with Hoop is designed for hours rather than days. The registration itself is carried out by the commercial register office; how quickly depends on the canton and on the completeness of the documents.
What the costs are made up of
- Capital – tied-up money, not spent money: the CHF 20,000 is available to the GmbH after registration.
- Notarisation – fee under the cantonal notarial tariff, depending on scope.
- Commercial register fee – set under federal law in the Commercial Register Fees Ordinance, plus publication in the SOGC.
- Bank and service providers – capital deposit account and, where applicable, domicile, fiduciary or legal advice.
Federal issuance stamp duty is only payable if the capital exceeds CHF 1 million.
Checklist for setting up a GmbH
- Company name checked in Zefix, “GmbH” in the name
- Registered office and domicile clarified
- Capital (at least CHF 20,000) and capital contributions defined, fully paid in
- Members and management appointed; at least one person with signing authority resident in Switzerland
- Additional contribution and ancillary performance obligations decided
- Auditor appointed or opt-out resolved
- Capital deposit account opened, payment confirmed
- Articles, deed of incorporation and declarations prepared, notarisation completed
- Commercial register application filed
- After registration: register of members, register of beneficial owners, AHV, VAT, insurance, transparency register
Setting up a GmbH digitally with Hoop
With Hoop you enter the company name, members and capital in a guided process. The application checks the company name, drafts the articles and all incorporation documents, opens the capital deposit account with UBS or YAPEAL directly from the process (or you use your own bank), arranges notarisation without personal appearance and files the application with the competent commercial register office. Identification and signature are digital, with a qualified electronic signature. After registration you keep the register of members and the register of beneficial owners directly in Hoop. Full details: company formation with Hoop.
Frequently asked questions about setting up a GmbH
How much capital do I need for a GmbH?
At least CHF 20,000, fully paid in on incorporation (Art. 773 and 777c CO). The money is available to the company for its business after registration.
Can I set up a GmbH on my own?
Yes. A single natural person or legal entity is sufficient (Art. 772 CO), and that person can also be the sole managing director.
Do I have to live in Switzerland?
Not as a member. However, the GmbH must be able to be represented by at least one person resident in Switzerland (Art. 814 para. 3 CO).
Do I have to go to the notary in person?
Incorporation requires notarisation, but it is possible without appearing in person if the founders are represented. With a digital incorporation through Hoop, this is part of the process.
Are the members publicly visible?
Yes. Members are entered in the commercial register with their name, place of residence and capital contributions (Art. 791 CO). If you want to avoid this, choose an AG.
Who is liable for a GmbH’s debts?
Only the company’s assets are liable (Art. 794 CO). Personal liability only arises from additional contribution obligations in the articles or from breaches of duty by the management.
Do I need an auditor?
Only if an ordinary audit is mandatory or if you do not opt out of the limited audit. With no more than ten full-time positions and the consent of all members, opting out is possible.
How do I transfer capital contributions later?
With a written assignment agreement and – unless the articles provide otherwise – the approval of the members’ meeting (Art. 785 and 786 CO); the change is entered in the commercial register. With Hoop, this company change can also be handled digitally.
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.
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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.
