Choosing the right legal form is one of the most important decisions when starting a business in Switzerland. It determines how much capital you need, how you are liable, which taxes apply and what kind of accounting you must maintain. Around 330,000 sole proprietorships exist in Switzerland -- that is roughly 52% of all companies. Besides those, the GmbH (LLC) and AG (corporation) are the most popular capital companies.
This article systematically compares the three most common legal forms: sole proprietorship (Einzelfirma), GmbH (limited liability company) and AG (corporation). By the end, you will know which form fits your situation -- and when it makes sense to switch.
01Legal Forms at a Glance
The following table summarises the key differences between sole proprietorship, GmbH and AG:
| Criterion | Sole Proprietorship | GmbH (LLC) | AG (Corp.) |
|---|---|---|---|
| Formation costs | Free (commercial register optional) | CHF 700–1,500 (notary + register) | CHF 1,500–3,000 (notary + register) |
| Minimum capital | None | CHF 20,000 | CHF 100,000 (min. CHF 50,000 paid in) |
| Liability | Unlimited, personal | Limited to share capital | Limited to share capital |
| Accounting | Cash-basis accounting under CHF 500,000 revenue | Double-entry bookkeeping mandatory | Double-entry bookkeeping mandatory |
| Taxes | Income tax + AHV on profit | Corporate tax + capital tax + payroll tax | Corporate tax + capital tax + payroll tax |
| Social insurance | Self-employed: AHV on profit | Employed: payroll deductions 50/50 | Employed: payroll deductions 50/50 |
| Commercial register | Mandatory from CHF 100,000 revenue | Mandatory | Mandatory |
| Audit | None | Limited audit above certain thresholds | Limited or ordinary audit |
| Company name | Surname + suffix | Freely chosen + 'GmbH' | Freely chosen + 'AG' |
02Sole Proprietorship in Detail
A sole proprietorship is not a legal entity -- legally, you as the owner are identical to the business. This makes formation extremely simple but has consequences for liability.
Advantages
- Free formation: No notary, no minimum capital, no articles of association. You register with the AHV compensation office and you are ready to go. See our step-by-step guide on setting up a sole proprietorship for full details.
- Simple accounting: Below CHF 500,000 annual revenue, a simple cash-basis income and expense report suffices. No double-entry bookkeeping required.
- Full control: No co-shareholders, no board of directors, no general meeting. You decide alone.
- Fewer formalities: No audit obligation, no annual financial statements under CO Art. 957 ff. (below CHF 500,000).
- Flexible profit withdrawal: You can withdraw money from the business account at any time -- it is your own assets after all.
Disadvantages
- Unlimited personal liability: You are liable with your entire personal assets -- house, savings, everything.
- Restricted company name: The company name must contain your surname (e.g. 'Mueller Web Design').
- No change of ownership possible: You cannot sell shares or take on co-owners.
- Tax disadvantage at high profits: All profit is taxed as personal income -- progressive tax rates can become expensive.
- AHV on the entire profit: AHV contributions are calculated on net profit (up to 10.6%), without an employer contribution.
Who is it suitable for?
The sole proprietorship is ideal for freelancers, consultants, tradespeople and service providers who start alone, have manageable liability risk and want to keep administrative overhead to a minimum. Especially up to an annual revenue of around CHF 100,000–150,000, it is the simplest solution in terms of taxes and administration.
03GmbH (LLC) in Detail
The Gesellschaft mit beschränkter Haftung (GmbH) is an independent legal entity. It separates your personal assets from the business and is suitable for growing companies with multiple shareholders.
Advantages
- Limited liability: Shareholders are only liable up to their capital contribution -- your personal assets remain protected.
- Free choice of name: You can choose any company name, as long as it includes the suffix 'GmbH' and is not already taken.
- Multiple shareholders possible: Ideal if you want to found with partners. Shares are registered in the commercial register.
- Tax optimisation: From a profit of around CHF 100,000–150,000, the combination of corporate tax and salary can be more tax-efficient than income tax with a sole proprietorship.
- Professional appearance: A GmbH often appears more trustworthy to clients, suppliers and banks.
Disadvantages
- Formation costs: Notary, commercial register entry and bank confirmation cost CHF 700–1,500.
- Share capital CHF 20,000: Must be fully paid in at formation and deposited in a blocked account.
- Double-entry bookkeeping mandatory: Balance sheet, income statement and notes -- from day one. Significantly more effort than cash-basis accounting.
- Payroll accounting: As managing director, you are employed. You must pay yourself a salary and process social insurance contributions.
- Transparency: Shareholders and their shares are publicly visible in the commercial register.
Who is it suitable for?
The GmbH is the right choice for companies with multiple shareholders, higher liability risk or profits exceeding CHF 100,000. It offers the balance between liability protection and manageable formation costs. Particularly popular with agencies, IT service providers and consulting firms.
04AG (Corporation) in Detail
The Aktiengesellschaft (AG) is the most flexible and capital-intensive legal form in Switzerland. It offers maximum anonymity for shareholders and is suitable for larger ventures or when investors are to be involved.
Advantages
- Limited liability: Shareholders are only liable up to their investment -- no personal risk.
- Anonymity: Shareholders do not have to appear in the commercial register. Only the board of directors is published.
- Capital raising: Shares can be easily issued and transferred -- ideal for investors and participation models.
- Free choice of name: Any company name with the suffix 'AG'.
- Reputation: The AG enjoys a high standing in the business world, both nationally and internationally.
Disadvantages
- High formation costs: Notary, commercial register and bank fees cost CHF 1,500–3,000.
- Share capital CHF 100,000: Of which at least CHF 50,000 must be paid in (liberated) at formation.
- Double-entry bookkeeping and potential audit requirement: Even small AGs need proper bookkeeping. Depending on size, an auditor may be required.
- Board of directors mandatory: At least one member domiciled in Switzerland.
- Higher administrative overhead: General meeting, minutes, board resolutions -- all formalised.
Who is it suitable for?
The AG is the right legal form for capital-intensive businesses, startups with investor participation or companies that plan to grow long-term and issue shares. For solo self-employed individuals and small teams, it is usually too complex and expensive.
05When Does Switching Make Sense?
Many self-employed people deliberately start as a sole proprietorship -- our guide on becoming self-employed in Switzerland explains how -- and only switch to a GmbH or AG later. But when is the right time? Here are the key triggers:
- Revenue exceeds CHF 500,000: Above this threshold, you must keep double-entry books anyway. The additional administrative burden of a GmbH barely matters at that point.
- Liability risk grows: If you work in a risk-prone industry (e.g. consulting, construction, healthcare), a GmbH or AG protects your personal assets.
- Multiple shareholders planned: As soon as you want to bring partners into the business, you need a legal form that allows shares.
- Tax optimisation at high profits: From a profit of around CHF 100,000–150,000, the combination of corporate taxes and salary can be cheaper than progressive income tax of a sole proprietorship.
06Conversion: From Sole Proprietorship to GmbH
When the time comes, you can convert your sole proprietorship into a GmbH. The usual method is a contribution in kind: you contribute all business assets of your sole proprietorship as a non-cash contribution to the new GmbH.
Conversion process
- Inventory and valuation: Prepare a current balance sheet of your sole proprietorship. All assets and liabilities must be valued.
- GmbH formation at the notary: Using the valued assets as a contribution in kind, you form the GmbH. The notary certifies the articles of association and the contribution agreement.
- Entry in the commercial register: The new GmbH is registered. At the same time, the sole proprietorship is deleted (if registered).
- New bank account: The GmbH needs its own business account. The share capital is transferred to this account.
- Inform contract partners and clients: Existing contracts must be transferred to the GmbH. Inform clients, suppliers and insurers about the change of legal form.
- Adjust social insurance: You are now employed by your own GmbH. The AHV compensation office must be informed, and you need to register as an employer.