Setting up an SA
When the stock corporation makes sense
An SA in French, an AG in German, a stock corporation in English. It requires more capital and more formality than a Sàrl. In exchange, shareholders are not named in the commercial register, shares transfer more easily, and the form carries weight with some business partners.
On this page
What you need
An available company name
As for any entry in the commercial register.
Share capital
The minimum share capital is CHF 100,000. At incorporation it may be partly paid up: at least 20% of the nominal value of each share must be paid in, with a minimum total of CHF 50,000. The balance remains owed and can be called later.
Source: art. 621(1) and 632 CO
Articles of association
More detailed than a Sàrl's: the law requires them to contain more.
A board of directors
And at least one person resident in Switzerland who can represent the company: a director, or an executive officer who does not sit on the board.
A registered office
In Switzerland, your own premises or a domiciliation address.
How it works
Name check and reservation
With the commercial register of the canton where the company will have its seat, before anything else.
Opening the blocked account and paying in the capital to be paid up
The bank blocks the paid-up capital and issues a certificate, which forms part of the file.
Drafting the articles and incorporation documents
Articles, deed of incorporation, the directors' acceptance of office, appointment or waiver of the statutory auditor, Stampa declaration.
The notary appointment
The incorporation deed is a public deed. We prepare the file and coordinate the appointment; we do not act as notary.
Entry in the commercial register
Followed through to publication in the Swiss Official Gazette of Commerce.
Getting started
Releasing the account, social insurance registration, VAT registration where applicable, opening the accounts, share register.
Converting a Sàrl into an SA
This is a conversion, not a new incorporation: the company keeps its existence, its business identification number (UID) and its contracts. The capital is raised to the legal minimum for an SA, and the procedure follows the steps set out in the Merger Act.
- Written conversion plan
- Interim accounts if the balance sheet is over six months old
- Report and review by a licensed audit expert
- 30-day inspection
- Shareholders' resolution (two thirds of votes represented and absolute majority of capital) by notarial deed
- Commercial register entry
The reason we encounter most often is a new shareholder coming in, or preparing a business transfer: shares change hands more simply than Sàrl quotas.
SA or Sàrl, if you are still unsure
Preparing the incorporation or conversion of your SA
An incorporation and a conversion are prepared differently: let us know your starting point.