Create an SA in Switzerland (Swiss AG)English-speaking formation and governance support in Vaud
A Swiss SA is a company limited by shares designed for scalable ownership, investor entry and formal board-led governance. Robuste prepares the ownership, governance and fiduciary formation file, coordinates the bank–notary–register sequence and organises the accounting launch. Final approvals remain with the relevant institutions.
What is a Swiss SA — and what must be decided before incorporation?
A Swiss SA — société anonyme, or AG in German — is a legal entity with share capital divided into shares. One or more individuals or legal entities may establish it. The company acquires legal personality when it is entered in the Commercial Register.
The minimum nominal capital is CHF 100,000. At least 20% of each share and at least CHF 50,000 in total must be paid in or covered at incorporation. The founders must appoint a board of directors, determine signing powers and ensure that at least one authorised representative resident in Switzerland can represent the company.
Three situations where a Swiss SA can solve a real business need
Investors or changing ownership
The project expects investor entry, several shareholder groups, employee equity, future capital increases or a later sale where a share-based governance framework is useful.
Foreign parent or international group
A foreign company needs a Swiss operating entity with its own contracts, employees, accounting and local governance. The dedicated Swiss subsidiary service may be the more precise route.
Holding, acquisition or succession
The SA will hold participations, acquire a business, separate ownership from operations or prepare a structured transfer. The ownership sequence should be reviewed before the notary is instructed.
Swiss SA vs Sàrl vs sole trader — which structure fits the project?
This comparison is a decision screen, not a substitute for the detailed Sàrl versus SA analysis. The appropriate form depends on ownership, risk, capital, investors and the expected evolution of the business.
| Decision point | Swiss SA / AG | Swiss Sàrl / GmbH | Sole trader |
|---|---|---|---|
| Minimum capital | CHF 100,000 nominal; at least CHF 50,000 paid in overall and at least 20% per share. | CHF 20,000, fully paid at incorporation. | No statutory minimum capital. |
| Legal personality | Separate legal entity. | Separate legal entity. | The business and owner are not separate legal persons. |
| Ownership visibility | Shareholders are generally not listed by name in the Commercial Register; internal and beneficial-owner records remain required. | Shareholders are entered in the Commercial Register. | The owner is public where the sole proprietorship is registered. |
| Governance | General meeting, board of directors and audit position. | Shareholders’ meeting and managing directors; generally lighter governance. | The owner decides and manages directly. |
| Investor entry | Share-based structure can support several investor groups and future capital operations. | Possible, but entry and transfers are usually less flexible and more personal. | No equity investors through shares or quotas. |
| Audit | Restricted audit by default unless a valid opting-out applies; ordinary audit under statutory triggers. | The same audit framework generally applies. | No audit requirement solely because of this legal form. |
| Typical fit | Investors, international groups, holdings, acquisitions, succession or formal board governance. | Owner-managed SMEs seeking limited liability with simpler capital and governance. | Smaller personal activities where direct ownership and personal liability are acceptable. |
What are the governing bodies of a Swiss SA?
The SA separates ownership, strategic supervision and independent audit. The auditor may be waived only where the statutory opting-out conditions are met.
General meeting of shareholders
The general meeting is the principal shareholder body. Its statutory responsibilities include decisions that cannot simply be delegated to operational management.
- Adopt and amend the articles where shareholder approval is required.
- Elect the board and the auditor where applicable.
- Approve or reject the annual report and annual accounts.
- Decide on allocation of earnings, dividends and retained profits.
- Take capital and other reserved shareholder decisions.
Board of directors
The board is the primary management and organisational body. Daily management can be delegated, but the board retains non-transferable duties and oversight responsibility.
- Define strategy, organisation and financial supervision.
- Appoint management and supervise delegated functions.
- Set signing powers and representation arrangements.
- Monitor liquidity, capital loss and insolvency indicators.
- Ensure corporate resolutions and records are maintained.
Statutory auditor or valid opting-out
The audit position must be resolved before registration and then reassessed when the workforce, size, group status or shareholder requirements change.
- Restricted audit for companies below the ordinary-audit thresholds.
- Opting-out may be possible with unanimous shareholder consent and no more than 10 FTE on annual average.
- Ordinary audit where statutory thresholds or another legal trigger applies.
- The auditor must remain independent from bookkeeping and advisory work where required.
Which audit position is likely to apply?
| Situation | Likely position | What must be checked |
|---|---|---|
| Up to 10 FTE on annual average and all shareholders agree | Opting-out may be possible | Unanimous consent, no statutory trigger, lender or shareholder requirement, and correct filing. |
| Below ordinary-audit thresholds but no valid opting-out | Restricted audit | Accredited auditor, independence, annual timetable and preparation of the accounting file. |
| Two thresholds exceeded for two consecutive financial years | Ordinary audit | CHF 20m balance sheet, CHF 40m revenue and 250 FTE thresholds; two of three must be exceeded. |
| Listed company, consolidation duty, opting-up or another legal trigger | Separate statutory analysis | Group structure, articles, shareholder requests and sector-specific obligations. |
The new federal transparency legislation enters into force on 1 October 2026. The date starts the applicable transition periods; the reporting route and deadlines should be confirmed for the individual company.
Operating SA, holding company or Swiss subsidiary?
The same SA legal form can perform different functions. The ownership direction determines which service and document sequence is appropriate.
Founders own the Swiss SA directly
The SA signs contracts, invoices clients, employs staff and operates the business. This is the normal route when no parent company is required.
A Swiss holding owns participations
The Swiss entity sits above operating companies and focuses on ownership, financing, acquisitions or succession.
Review the holding company service →A foreign parent owns the Swiss SA
The Swiss SA becomes the local operating subsidiary. Parent-company KYC, intercompany flows and Swiss operational activation require a dedicated scope.
Open the Swiss subsidiary service →Two formation files that require more than a standard registration checklist
The same legal form can create very different work depending on the investors, ownership chain and post-registration responsibilities.
Three founders and one external investor
A Vaud technology company plans CHF 100,000 nominal capital, several shareholder groups and a board with founder and investor representation. The business expects a later financing round.
Decisions before the notary
- Number, nominal value and paid-in amount of shares.
- Board composition, signing powers and delegated management.
- Investor rights requiring separate legal drafting.
- Audit position, corporate records and future capital flexibility.
- Opening balance sheet, shareholder payments and first-year reporting.
A European group establishes a Vaud subsidiary
The foreign parent will be the sole shareholder. The Swiss SA will employ staff, invoice Swiss customers and receive financing and services from group companies.
Additional formation work
- Parent-company registry, articles and corporate resolution.
- Ownership chart and ultimate beneficial-owner evidence.
- Swiss board and resident-representation arrangement.
- Bank KYC, source of funds and expected group payment flows.
- Intercompany agreements, accounting, VAT, payroll and reporting perimeter.
What the Swiss SA formation mandate can include
The quote separates Robuste’s fiduciary work from bank, notary, Commercial Register, audit and specialist legal decisions.
- SA versus Sàrl and ownership route.
- Shareholders, board and signing powers.
- Capital and paid-in structure.
- Audit and specialist legal questions flagged.
- Capital-account sequence.
- Identity, residence and source-of-funds checklist.
- Corporate shareholder documents identified.
- Bank acceptance remains independent.
- Company name, purpose and share data.
- Board, signatories and audit position.
- Formation documents coordinated with the notary.
- Commercial Register follow-up.
- Opening entries and accounting workflow.
- VAT liability and registration review.
- Payroll and employer setup where applicable.
- First-year corporate and compliance calendar.
Shareholder agreements, special investor rights, legal opinions, tax rulings, due diligence, contributions in kind, valuation, financing, domiciliation, resident-representation arrangements and transfer of an existing business require separate confirmation.
What you receive from the Swiss SA formation mandate
The precise deliverables are confirmed in the written quote. The core objective is to leave the founders with a registered company and a usable governance and accounting handover — not an unexplained bundle of notarial documents.
Legal form, ownership direction, responsibilities, exclusions and required external specialists.
Shareholders, beneficial owners, board, delegated management and signing powers.
Share structure, paid-in position, source-of-funds requirements and capital-account sequence.
Company facts, appointments, audit position and signing arrangements transmitted to the notary.
Submission tracking and coordination of questions or corrections within the agreed role.
Preliminary restricted-audit, ordinary-audit or opting-out route and actions still required.
Capital, formation costs, founder transactions, document workflow and opening responsibilities.
Annual accounts, general meeting, tax, VAT, payroll, audit and ownership-record deadlines where applicable.
What documents are needed to create a Swiss SA?
The precise list depends on ownership, bank KYC, the notary, the board and whether the capital is paid in cash or through assets.
Shareholders and beneficial owners
- Passport or identity documents.
- Current proof of address.
- Ownership percentages and countries.
- Source of funds and expected activity.
- Ultimate beneficial-owner information.
Corporate shareholder file
- Recent registry extract.
- Articles or constitutional documents.
- Board or shareholder approval.
- Ownership chart and signatory evidence.
- Certification, translation or apostille where requested.
Company, board and capital
- Company name and business purpose.
- Registered seat and usable address.
- Board members and signing powers.
- Share structure and paid-in amount.
- Audit decision and target registration date.
How to set up a Swiss SA — six coordinated stages
Scope the ownership, capital and business model
Shareholders, countries, board, intended activity, investor plans, capital method and target date are reviewed. The initial written scope identifies missing documents and external specialist roles.
Design the board, signatures, shares and audit position
The company needs a workable governance structure rather than a notarial file assembled at the last minute. Shareholder agreements or special rights are assigned to the appropriate legal adviser.
Prepare the KYC and capital-account file
Identity, beneficial ownership, source of funds, corporate documents and expected payment flows are organised. The selected bank retains its own approval and timing.
Coordinate articles, incorporation and signing
The formation information is transmitted to the notary. The deed, articles, board appointments, audit declarations and powers of attorney are coordinated within the agreed scope.
File with the Commercial Register
The notarised file is submitted to the competent register. Questions or corrections are coordinated. The SA acquires legal personality when registration is completed.
Release capital and activate accounting, VAT and payroll
After the relevant bank formalities, opening entries, corporate records, accounting workflow, VAT position, employer registrations and the first-year calendar are activated where included.
Indicative timeline: a straightforward cash incorporation with a complete file often takes approximately three to six weeks. Foreign corporate shareholders, special governance, powers of attorney, contributions in kind and complex bank due diligence can extend the timetable.
What must a Swiss SA do every year?
Registration creates the company. It does not complete the board’s annual governance, accounting, tax and ownership-record duties.
Prepare the balance sheet, income statement and notes in accordance with the applicable Swiss accounting framework.
Convene the shareholders within the legal timetable to approve accounts, allocate earnings and take reserved decisions.
Record material decisions, delegated powers, financial oversight and actions relating to liquidity or capital concerns.
Maintain the share register and current ownership information, including the new transparency-register duties when applicable.
File the annual profit and capital tax return with the accounts, tax reconciliation and supporting documents.
Submit VAT returns and annual reconciliation where the SA is registered, using the applicable method and rates.
Process salaries, board remuneration, certificates and AVS/LPP/LAA obligations where applicable.
Coordinate the required audit or confirm that the conditions supporting the opting-out remain satisfied.
Does an SA have a tax advantage over a Sàrl?
Not automatically. Both are Swiss legal entities. The reason for choosing an SA is usually ownership, investors, governance or transferability — not a universal lower tax rate.
Profit and capital taxes
The SA is subject to corporate profit tax and cantonal or communal capital tax. The effective burden depends on the canton, municipality, tax base and year.
Dividends and withholding tax
Swiss dividends are generally subject to 35% anticipatory tax. Refund or a reporting procedure depends on the recipient, ownership, documentation, treaty or domestic conditions and deadlines.
Salary and board remuneration
Payments for work and board duties should correspond to the actual role and remain supportable. Salary, social insurance and dividend treatment must not be designed in isolation.
Holding and participation income
A holding structure can change how participations, dividends and acquisitions are organised, but it does not make every distribution tax-free. The dedicated holding and tax analysis is separate.
Can an existing Sàrl be converted into an SA?
Yes, but this is a restructuring project rather than a standard new-company formation. A legal-form conversion can preserve the continuing business, subject to the statutory procedure and the actual balance-sheet and capital position.
Points normally reviewed before conversion
- Ability to meet the SA nominal and paid-in capital requirements.
- Current balance sheet, reserves, shareholder loans and possible valuation work.
- New share structure, articles, board and signing powers.
- Conversion documents, notarial deed and Commercial Register filing.
- Auditor, expert confirmation or specialist report required for the transaction.
- Tax neutrality conditions, hidden reserves and shareholder consequences.
How much does it cost to set up a Swiss SA?
The capital belongs to the company after release. It must not be confused with bank, notary, register, audit or fiduciary fees.
| Budget line | Indicative position | How to interpret it |
|---|---|---|
| Nominal share capital | CHF 100,000 minimum | The registered capital of the SA. It is not the same as the amount that must be paid in at formation. |
| Minimum paid-in amount | At least CHF 50,000 | At least 20% of each share and at least CHF 50,000 overall. Any unpaid balance remains callable. |
| Bank and capital-account charges | Bank-specific | Depend on ownership, residence, corporate shareholders, countries and source-of-funds review. |
| Notary, register and audit | Separate third-party costs | Vary according to documents, signatures, capital mechanism, audit position and complexity. |
| Robuste formation support | CHF 2,200–4,000 indicative | For a cash-funded SA. Final fee depends on governance, KYC, shareholders and agreed launch deliverables. |
| Post-registration work | Separate scope or add-on | Accounting, VAT, payroll, reporting and recurring corporate support continue only where stated in the mandate. |
Start with the formation core — add governance and launch work as needed
The written quote confirms the deliverables, exclusions and third-party roles for the actual ownership structure.
For a straightforward cash-funded SA with identified shareholders, standard governance and resolved Swiss representation.
- Structure and capital briefing.
- Shareholder, board and KYC checklist.
- Bank–notary–register coordination.
- Opening-accounting handover.
For several shareholder groups, investor entry, employee participation questions or a broader board and responsibility structure.
- Governance questions and responsibility map.
- Share and transfer issues identified for legal review.
- Audit and corporate-record setup.
- Specialist legal drafting coordinated separately where required.
For an SA that needs accounting, VAT, payroll, financial projections or recurring fiduciary support after registration.
- Opening entries and accounting workflow.
- VAT and employer activation.
- Financial plan or cash-flow model.
- First-year compliance calendar.
These files require a wider review of ownership, valuation, financing, tax and specialist roles before the formation fee is confirmed.
Five problems that are easier to solve before incorporation
The higher capital and formal governance should answer a genuine investor, ownership, financing or succession need.
They may not appear in the Commercial Register, but internal registers, beneficial-owner records and bank KYC still apply.
Signing powers affect the Commercial Register, bank access, operational control and responsibility allocation.
The released capital remains company money. Professional and official charges are separate budget lines.
Incomplete source-of-funds and foreign ownership documents can delay both capital deposit and operational banking.
Capital, formation costs, founder transactions and pre-registration commitments need a complete opening trail.
Describe the ownership, board and capital plan
Include the shareholders and countries involved, planned capital, proposed board, Swiss representative status, expected activity and target start date. The first response identifies the appropriate scope and missing documents.
Useful facts to include: number and type of shareholders, foreign corporate entities, source of funds, cash or in-kind capital, planned investors, audit expectations, employees, VAT position and whether the SA will be an operating company, holding or subsidiary.
Create your Swiss SA
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This SA formation service may not be the right starting point if…
The service page should match the decision that is still open.
You have not chosen between Sàrl and SA
Compare capital, governance, ownership visibility and investor entry before committing.
Compare Sàrl and SA →You need a parent company above several entities
Review acquisitions, subsidiaries, financing and succession through the dedicated holding service.
Review a Swiss holding structure →A foreign parent is creating a Swiss operating entity
Parent-company documents, intercompany flows and Swiss activation belong to the subsidiary route.
Open the Swiss subsidiary service →You need broad company-formation guidance
Start with the parent Company Formation service where the legal form or overall route remains open.
Open Company Formation →Creating and structuring a Swiss SA — common questions
A Swiss SA requires nominal share capital of at least CHF 100,000. At incorporation, at least 20% of the nominal value of each share must be paid in or covered, with an overall minimum paid-in amount of CHF 50,000. Any unpaid balance remains callable.
The share capital is company funding, not a formation fee. Bank, notary and Commercial Register charges are separate. Robuste support for a straightforward cash-funded SA generally starts from CHF 2,200, with a typical range of CHF 2,200 to CHF 4,000 depending on ownership, governance, documents and launch scope.
An SA requires CHF 100,000 nominal capital and at least CHF 50,000 paid in overall, while a Sàrl requires CHF 20,000 fully paid. An SA uses shares, a board of directors and a general meeting; it is often chosen for investors, changing ownership, a holding or an international group. A Sàrl is usually simpler for an owner-managed SME.
A Swiss SA must prepare annual accounts, organise the ordinary general meeting, maintain corporate and ownership records, file its tax return, meet VAT and payroll obligations where applicable, and complete the required audit unless a valid opting-out applies.
Yes. A legal-form conversion may allow the business to continue without an ordinary liquidation, but it is a separate restructuring project. Capital, valuation, current accounts, reserves, new articles, board organisation, notarial documents, an auditor or specialist report and tax effects must be reviewed for the actual transaction.
Yes. One or more individuals or legal entities may own the shares of a Swiss SA. The company must nevertheless remain capable of being represented by at least one authorised person resident in Switzerland. Ownership, bank due diligence, management location and residence or work rights are separate questions.
Shareholders are generally not listed by name in the Commercial Register. Board members and authorised signatories are public. The company must maintain its share register and beneficial-owner records, and banks and authorities may require ownership information.
A restricted audit generally applies unless the company validly opts out. An opting-out requires unanimous shareholder consent and no more than ten full-time positions on annual average. An ordinary audit applies when statutory thresholds or other legal conditions are met.
A straightforward cash incorporation with a complete file often takes approximately three to six weeks from confirmed scope and bank readiness to registration. Foreign corporate shareholders, complex KYC, special governance, powers of attorney or contributions in kind can extend the timetable.
No. Banks apply their own KYC, source-of-funds and risk policies. Robuste can prepare and coordinate the formation file, but the bank independently decides whether to open the capital-deposit and operating accounts.
VAT liability depends on the activity, place-of-supply rules, exemptions and relevant turnover. For many ordinary businesses, compulsory registration must be reviewed when relevant worldwide turnover reaches CHF 100,000. Voluntary registration may also be appropriate in some cases.
Yes. A Swiss holding Sàrl or SA may own an operating SA. Whether the holding should be incorporated first depends on acquisitions, investors, succession, financing and expected intra-group flows. Adding a holding later requires a separate share-transfer and tax review.
Choose the next service that matches the ownership and launch plan
Swiss SA formation rules reviewed against official sources
Capital, governance, representation, audit, VAT and beneficial-owner information on this page was reviewed in July 2026. The individual bank, notary, Commercial Register, auditor and authority position must still be confirmed for each file.
Your Swiss SA — designed before it is registered
English-speaking coordination from ownership and governance review to registration and accounting launch.