Creating a GmbH/Sàrl or AG/SA in Geneva attracts many Swiss and international entrepreneurs every year. But one key question arises early: should you establish a GmbH/Sàrl or an AG/SA in Switzerland? In 2025, the differences between these two legal forms remain highly relevant and must be carefully assessed based on the project’s nature, goals, and the entrepreneur’s profile.
This complete guide provides a 2025 comparison between GmbH/Sàrl and AG/SA in Switzerland.
GmbH/Sàrl or AG/SA in Geneva: Definition of Legal Forms
Before diving into the comparison, let’s clarify the two structures:
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GmbH/Sàrl (Limited Liability Company): Ideal for SMEs, freelancers, or partners seeking limited liability, simple management, and low operating costs.
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AG/AG (Public Limited Company): Preferred for larger projects, companies with multiple shareholders, or those looking to raise funds or boost credibility.
Creating a GmbH/Sàrl or AG/SA in Geneva: Minimum Capital and Payment
As of 2025, the minimum requirements remain:
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GmbH/SäRL: CHF 20,000 fully paid-up capital upon formation.
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AG/SA: CHF 100,000 share capital, with at least CHF 50,000 required to be paid at incorporation.
➡️ Creating a GmbH in Switzerland is less capital-intensive, making it more suitable for startups and independent professionals.
Shareholder Transparency
A crucial but often overlooked point in 2025:
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GmbH/Sàrl: Shareholders’ names must be publicly registered in the Commercial Register—no anonymity.
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AG/SA: Shareholders can remain anonymous if shares are non-public registered shares, offering greater privacy.
➡️ Creating an AG/SA in Switzerland is preferable if shareholder confidentiality is desired.
Share or Equity Transfer
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GmbH/Sàrl: Transfer of shares requires approval from the other shareholders, which may slow down changes in ownership.
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AG/SA: Shares are freely transferable unless restricted by statutes, facilitating the entry of new investors.
➡️ For scalable or international projects, the AG/SA offers greater flexibility.
Management and Governance
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GmbH/Sàrl: Typically managed by the shareholders themselves. Simple structure with fewer formal requirements for meetings and decisions.
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AG/SA: Requires a board of directors. More formal governance with stricter procedures for meetings and legal publications.
➡️ A GmbH in Switzerland offers more direct and flexible management, while the AG enforces a more structured governance system.
Business Image and Market Credibility
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AG/SA: Projects a more professional and stable image, often favored by banks, investors, and large clients.
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GmbH/Sàrl: Perceived as an SME, less suited for international tenders or fundraising rounds.
➡️ Creating an AG/SA in Geneva enhances your credibility with institutional partners.
Audit Obligations
Both GmbH/Sàrl and AG/SA can be subject to ordinary or limited audits depending on employee count and financial thresholds. However, AGs are more frequently audited—especially if they have more than 10 employees or exceed key financial limits.
➡️ To avoid audit costs during early years, the GmbH/Sàrl remains more suitable for small businesses.
Setup and Annual Costs
In 2025, costs vary depending on the service provider, but on average:
| Company Type | Setup Cost | Annual Costs (Accounting, VAT, Payroll) |
|---|---|---|
| GmbH/Sàrl | CHF 1,200–3,000 | CHF 5,880–25,000 |
| AG/SA | CHF 2,000–5,000 | CHF 5,880–25,000 |
➡️ Choosing a GmbH in Switzerland helps reduce upfront capital requirements, especially in the early years.
2025 Summary Table: GmbH/Sàrl vs. AG/SA in Switzerland
| Criteria | GmbH | AG |
|---|---|---|
| Minimum Capital | CHF 20,000 | CHF 100,000 |
| Minimum Paid-in Capital | 100% | CHF 50,000 |
| Ownership Disclosure | Yes | Not mandatory |
| Transfer of Shares | Restricted | Free |
| Governance | Simple | More formal |
| Formation Cost | Low | Medium to high |
| Credibility | Moderate | High |
| Flexibility | Moderate | High |
GmbH/Sàrl or AG/SA in Switzerland – Which Should You Choose in 2025?
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Choose a GmbH/Sàrl if: You are a freelancer, launching a small business, or want to minimize formation and management costs while retaining direct control.
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Choose an AG/SA if: You are seeking investors, planning rapid growth, engaging in international activity, or want to protect your identity as a shareholder.
Need Help Creating Your Company in Geneva?
At RISTER, fiduciary in Geneva, we provide end-to-end support for setting up your GmbH or AG in Geneva—including drafting articles of association, opening the capital deposit account, registering with the commercial registry, tax and accounting setup, and company domiciliation.
📩 Contact us for a free consultation and receive a fast, personalized quote.
