Structures Switzerland
AG or GmbH for a Swiss family office?
Updated: · Leutrim Miftaraj, FLIORE · Editorial standards · Other languages: Deutsch · Français · Español
Short answer
Both legal forms are suitable for a family office and a family holding company. The AG requires at least CHF 100,000 in capital, keeps its shareholders out of the commercial register and makes it easier to transfer shares in succession. The GmbH needs only CHF 20,000, but lists its members in the commercial register and makes share transfers more difficult. For structures spanning several generations, the AG is often chosen.
Comparison
| Criterion | AG | GmbH |
|---|---|---|
| Minimum capital | CHF 100,000, at least 20 per cent or CHF 50,000 paid in | CHF 20,000, fully paid in |
| Disclosure of owners | Shareholders not in the commercial register; share register and register of beneficial owners kept by the company | Members with their capital contributions in the commercial register |
| Transfer | Registered shares transferable, transfer restrictions possible | Written form and, as a rule, consent of the members' meeting |
| Bodies | General meeting, board of directors, auditors | Members' meeting, managing directors, auditors |
| Owners' obligations | None beyond paying in the capital | Additional contribution and ancillary obligations possible, duty of loyalty |
Arguments for the AG
For family structures spanning several generations, transferability matters. Shares can be given, inherited and divided among family branches without each transfer appearing in the commercial register. With registered shares subject to transfer restrictions and a shareholders' agreement, the family nevertheless retains control over who becomes a shareholder. The board of directors provides a clear governance structure in which members from outside the family can also be included.
Arguments for the GmbH
The GmbH is cheaper to set up and suits small, manageable circumstances, such as a family office service company with one or two members. Its personal character – consent to transfers, duty of loyalty, possible non-compete obligation – can be intended where only a narrow circle is to be involved. The disadvantage is that the members are disclosed in the commercial register.
What both have in common
- At least one authorised signatory resident in Switzerland.
- Since the 2023 company law revision, capital can also be denominated in a foreign currency that is essential to the business.
- The same audit rules, including the opting-out for up to ten full-time positions.
- The same tax treatment, including the participation deduction.
Questions to help decide
- How many persons are to be involved today and in future?
- How important is discretion with regard to the commercial register?
- How often will shares be transferred, for example through gifts to the next generation?
- Should a board with external members lead the company?
- What costs are acceptable for formation and operation?
Interplay with the transparency register
Since 1 October 2026, the AG and the GmbH have generally been among the entities that report their beneficial owners to the non-public federal transparency register, subject to the exemptions and transitional periods of the TJPG. The AG's discretion therefore concerns the public commercial register, not the authorities. What remains different is public visibility – and the ease with which shares can move within the family.
In FLIORE
FLIORE maps both the AG and the GmbH with their bodies, participations, beneficial owners and deadlines. Shareholders' agreements, articles and minutes are kept in the document vault, and transfers of shares are recorded with their dates.
At a glance
| AG | CHF 100,000 capital, shareholders not in the commercial register |
|---|---|
| GmbH | CHF 20,000 capital, members in the commercial register |
| Frequent choice for family holdings | AG, because of transferability and discretion |
Terms on this page
- Beneficial owner
- The natural person who ultimately owns or controls a company, foundation or trust, or on whose behalf a transaction is carried out.
- Participation deduction (Switzerland)
- Swiss reduction of profit tax on income from participations of at least 10 percent or with a market value of at least CHF 1 million.
- Transparency register
- Central register of the beneficial owners of companies and other legal entities.
Frequently asked questions
Can a GmbH later be converted into an AG?
Yes, the Mergers Act allows the conversion. It involves effort and cost, but can be tax-neutral if the conditions are met.
Are bearer shares still permitted?
Only to a very limited extent: since 2019, as a rule only for listed companies or as intermediated securities. For family holding companies, registered shares are the option.
Who must sit on the board of directors?
At least one member; in addition, an authorised signatory resident in Switzerland must be able to represent the company.
Which legal form is more favourable for tax?
For tax purposes, the AG and the GmbH are treated the same. Differences arise from the structure and the canton, not from the legal form.
Sources
- Swiss Code of Obligations (OR, SR 220) – Fedlex
- Swiss Commercial Register Ordinance (HRegV, SR 221.411) – Fedlex
- Swiss SME portal of the Confederation – legal forms
This page provides orientation and does not replace legal or tax advice. The cited legal sources in their applicable version are authoritative.
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