But incorporating a Swiss AG/SA (Aktiengesellschaft/Société Anonyme) from the US comes with real friction. Between minimum capital rules, notarization requirements, and a mandatory Swiss-resident board member, US founders often hit walls they never anticipated.
This guide breaks down what an AG/SA actually is, the step-by-step formation process, realistic costs and timelines, and what happens after incorporation. We'll also cover where cross-border support like VJM Global's fits into the picture.
Key Takeaways
- Swiss AG/SA requires CHF 100,000 minimum share capital, with CHF 50,000 paid in at incorporation
- At least one board member must be a Swiss resident—typically the biggest obstacle for US founders
- Formation involves articles of association, a capital deposit account, notarization, and Commercial Registry filing
- VAT registration becomes mandatory once turnover exceeds CHF 100,000 annually
- A cross-border formation partner cuts delays from Swiss capital-deposit banking and Commercial Registry filing
What Is a Public Limited Company (AG/SA) in Switzerland
The AG (German) or SA (French) is Switzerland's public limited company structure, governed by the Swiss Code of Obligations. Think of it as the Swiss cousin of a US C-Corp: shares, a board, and formal governance requirements.
Under Article 620 of the Code of Obligations, the company is liable for its debts only to the extent of its own assets. Shareholders can't be forced to contribute beyond their share subscription. That's the core appeal for founders wanting genuine liability protection.
Key Structural Features
An AG/SA operates through three mandatory organs:
- General Meeting: the supreme body, responsible for amending articles and electing directors and auditors
- Board of Directors: manages the company and must include at least one Switzerland-resident member
- Audit Office: appointed by shareholders; scope depends on company size (more on this below)
One notable feature: the Code of Obligations requires companies to maintain a share register and a beneficial-owner register, but these aren't automatically searchable by the public the way some US state registries are. That said, don't assume blanket shareholder anonymity. Switzerland's transparency rules are tightening, with a new beneficial-ownership register taking effect in October 2026.
Why US Companies Choose the AG/SA Structure
The GmbH (Switzerland's limited-liability form, closer to an LLC) is simpler and cheaper. So why do many US founders still pick the AG/SA?
US founders typically choose an AG/SA when they are:
- Planning to raise capital or bring in institutional investors
- Preparing to go public or issue multiple share classes
- Seeking the credibility an AG/SA carries with European banks, partners, and clients
The AG/SA designation signals permanence and scale in a way the GmbH sometimes doesn't, particularly when negotiating with European counterparties who are used to seeing it on letterhead.
Step-by-Step Process to Set Up an AG/SA from the USA
Here's the sequence, in order:
Choose and verify a company name. The cantonal Commercial Registry office checks that no identical name already exists before you move forward.
Draft the Articles of Association. These define share capital, business purpose, and governance structure. A Swiss notary typically handles this, because establishment requires a public deed.
Appoint your Board of Directors. Article 718(4) of the Code of Obligations requires at least one board member or executive officer who resides in Switzerland and can access the share register and beneficial-owner register. For US founders without a Swiss network, this requirement often stalls the process.
Open a capital deposit (blocked) account. Before notarization, you deposit the required minimum paid-in capital into a Swiss bank. Banks conduct their own due diligence here, and foreign applicants often face extra scrutiny.
Notarize and file. Notarize the incorporation deed, then file it with the Commercial Registry in your chosen canton.
Publication in FOSC. After registration, the Swiss Official Gazette of Commerce publishes the incorporation and you receive a registration number. Your deposited capital is released only after this publication.
The hard part is coordination: a Swiss notary, a Swiss bank, and a cantonal registrar, managed from a US time zone without setting foot in the country. That remote handoff is where most delays creep in.
Capital Requirements, Costs, and Timeline
Swiss law is specific about capital:
| Requirement | Amount |
|---|---|
| Minimum total share capital | CHF 100,000 |
| Minimum paid-in at incorporation | CHF 50,000 (or 20% of nominal value, whichever is higher) |
| Contribution type | Cash or in-kind (subject to valuation) |
Cost drivers for formation typically include:
- Notary fees for the public deed
- Commercial Registry filing fees
- Bank charges for the capital deposit account
- Professional/fiduciary service fees for document preparation and coordination
There's no single published fee schedule that applies uniformly, since costs vary by canton and complexity. Budget for these as line items rather than expecting a flat number.
Timeline is similarly variable. Switzerland's official SME portal notes that registry processing alone can range from about 5 to 60 days depending on workload and complexity. For US founders, add time for:
- Cross-border document authentication (apostilles, certified translations)
- Extended bank due diligence on foreign beneficial owners
- Coordinating notary availability across time zones
Realistically, plan for a formation window measured in weeks, not days, once you factor in banking due diligence for a non-resident owner.
Post-Incorporation Compliance Obligations
Incorporation does not end your compliance work. Ongoing Swiss obligations include:
VAT Registration
Swiss VAT liability applies once worldwide turnover from taxable supplies reaches CHF 100,000 per year. If your Swiss entity invoices EU or Swiss clients and crosses that threshold, registration becomes mandatory — even for a foreign-owned entity.
Audit Requirements
Not every AG/SA needs a full ordinary audit. The Code of Obligations sets thresholds:
- Ordinary audit if two of three thresholds are met for two consecutive years: CHF 20 million balance sheet, CHF 40 million revenue, or 250 average full-time employees
- Limited audit in all other cases
- Audit waiver if all shareholders agree and the company has 10 or fewer full-time employees (notify the Commercial Registry before the financial year starts)
Ongoing Registers and Filings
- Maintain an up-to-date share register
- Maintain a beneficial ownership (UBO) register, with new owners disclosing their identity within one month of acquiring 25%+ of shares or votes
- File annual updates with the Commercial Registry
Switzerland's transparency rules are still changing. A new federal transparency register takes effect October 1, 2026, and US-owned entities will need to factor it into beneficial-ownership reporting.
How VJM Global Simplifies Cross-Border Company Formation for US Businesses
Coordinating a Swiss notary, a Swiss bank, and a cantonal registrar — all while sitting in a US time zone and speaking to institutions that expect local familiarity — is where most founders lose momentum. The handoffs between those steps create the real friction.
VJM Global delivers entity formation and compliance support across 100+ countries, using each market's own regulators and statutory instruments. For a Swiss AG/SA, that means the process follows Swiss formation rules end to end—not a generic playbook adapted after the fact.
The firm has worked with 500+ American business owners on entity setup, tax compliance, and back-office support as they've expanded beyond US borders. For a Swiss AG/SA specifically, US founders can expect help navigating:
- Document preparation and coordination with local formation requirements
- Post-incorporation bookkeeping and cross-border tax advisory
- Ongoing compliance tracking as regulatory requirements shift
If you're exploring a Swiss AG/SA and want clarity on scope, timeline, and next steps for your situation, reach out to VJM Global.
Frequently Asked Questions
How can a US company form an LLC in Switzerland?
Switzerland doesn't have a direct LLC equivalent. The closest structure is the GmbH, which offers limited liability with lower capital requirements than the AG/SA covered in this guide. Founders choose between them based on scale and investor plans.
Do I need to live in Switzerland to set up an AG/SA?
No. Founders and shareholders can be based anywhere. At least one board member with signing authority must be a Swiss resident. That is a board residency rule, not a founder residency requirement.
How long does it take to register an AG/SA in Switzerland?
Registry processing alone can take roughly 5 to 60 days depending on complexity. For foreign applicants, add time for banking due diligence and document authentication, which often extends the total timeline.
Can a single person own and run a Swiss AG/SA?
Yes, one shareholder and one director can be sufficient, provided the board residency requirement is still satisfied through a Swiss-resident representative.
What are the tax implications for a US-owned Swiss AG/SA?
The company pays Swiss corporate tax at the entity level. Dividends distributed to US shareholders may face additional withholding, though the US-Switzerland tax treaty can reduce double taxation depending on eligibility.
Is the CHF 100,000 capital requirement paid in cash only?
Not necessarily. Capital can be contributed in cash or, in some cases, in kind through assets, subject to formal valuation and notarial confirmation.
