Setting Up a Corporation (SA) in Switzerland: Complete Guide 2026

The Corporation (SA) Under Swiss Law

The corporation (SA/AG) is governed by articles 620 to 763 of the Code of Obligations (CO). It is the reference legal form for large companies in Switzerland. It is characterised by a share capital divided into shares, shareholder anonymity (subject to transparency obligations) and governance structured around the board of directors.

Incorporation Requirements (Art. 620-634 CO)

Incorporating an SA requires compliance with precise conditions:

1. Minimum share capital: CHF 100,000, of which at least CHF 50,000 (50%) must be paid up at incorporation (art. 621 and 632 CO).
2. Founders: at least one founder, natural or legal person.
3. Shares: minimum nominal value of CHF 0.01 (since the 2023 revision). Registered or bearer shares (bearer shares are subject to enhanced transparency requirements since the AMLA legislation).
4. Notarial deed: incorporation takes place by authenticated deed (art. 629 CO).
5. Board of directors: at least one member of the board of directors must be domiciled in Switzerland or have their registered office there (art. 718 para. 4 CO).

Incorporation Process

1. Drafting the articles of association: company name, registered office, purpose, amount of share capital, number and nominal value of shares, publication body (art. 626 CO).
2. Share subscription: each founder subscribes to at least one share in the constitutive deed (art. 630 CO).
3. Capital payment: deposit of the paid-up amount in a bank escrow account. In the case of contributions in kind, a foundation report is required (art. 635 CO).
4. Constitutive deed before a notary: approval of articles, share subscription, election of the board of directors and auditor.
5. Registration in the commercial register: the SA acquires legal personality upon registration (art. 643 CO).

Bodies of the SA

The SA has three mandatory bodies:

1. General meeting (GM): supreme body, decides on amendments to the articles, approves the accounts and appoints the board of directors (art. 698 CO).
2. Board of directors (BoD): manages the company and exercises overall direction. Non-transferable duties listed in art. 716a CO.
3. Auditor: ordinary or limited audit depending on the size of the company. Opting-out is possible for companies with fewer than 10 employees with the unanimous agreement of shareholders.

2023 Revision of SA Law

The reform that entered into force on 1 January 2023 introduced major innovations: the capital band (art. 653s CO), the reduction of the minimum nominal value to CHF 0.01, the interim dividend, and the strengthening of minority shareholder rights. Existing companies have a two-year transitional period to adapt their articles.

Taxation of the SA

The SA is subject to federal direct tax on profits (8.5%) and cantonal and municipal taxes on profits and capital. The effective tax rate varies between 11% and 21% depending on the canton. The 1% issuance stamp duty applies to equity exceeding CHF 1 million (art. 5 StDA).

SA or Sarl: How to Choose?

The SA is better suited to ambitious projects requiring fundraising or planning a stock exchange listing. The Sarl is suited to SMEs seeking reduced capital and a simple structure. The choice depends on the number of investors, desired confidentiality and growth prospects.