AG (Aktiengesellschaft): Definition and Key Features
Definition
The AG (Aktiengesellschaft) is the Swiss public limited company, governed by Articles 620–763 of the Swiss Code of Obligations (OR). It is the most widely used corporate form in Switzerland for larger enterprises, holding structures and companies seeking external investment. The AG is characterised by a fixed share capital divided into shares (Aktien), with shareholders’ liability limited to their capital contribution.
Key Characteristics
| Feature | Details |
|---|---|
| Legal form | Corporation (Kapitalgesellschaft) with separate legal personality |
| Minimum share capital | CHF 100,000 |
| Minimum paid-in capital | CHF 50,000 (or 20% of each share’s nominal value, whichever is higher) |
| Share types | Registered shares (Namenaktien) and/or bearer shares (Inhaberaktien, now subject to identification requirements) |
| Minimum nominal value per share | CHF 0.01 |
| Shareholders | Minimum 1 (natural person or legal entity) |
| Board of directors | Minimum 1 member; at least one person authorised to represent the company must be resident in Switzerland |
| Liability | Shareholders liable only up to their capital contribution; no personal liability beyond invested capital |
| Auditor | Required unless opt-out conditions are met (fewer than 10 FTEs, unanimous shareholder consent) |
Share Capital Structure
The AG’s share capital is divided into shares with a minimum nominal value of CHF 0.01 each. The articles of association may provide for:
- Ordinary shares — standard voting and dividend rights
- Preference shares (Vorzugsaktien) — enhanced dividend rights or liquidation preferences
- Participation certificates (Partizipationsscheine) — economic rights without voting rights (maximum 200% of share capital)
- Profit-sharing certificates (Genussscheine) — subordinated participation in profits or liquidation proceeds
The AG can also create authorised capital (board-approved capital increase within a defined range and timeframe) and conditional capital (reserved for specific purposes such as employee equity plans or convertible bonds).
Governance
Board of Directors (Verwaltungsrat)
The board has non-delegable duties including:
- Overall management and strategic direction
- Defining the organisational structure
- Financial control and risk management
- Appointing and supervising executive management
- Preparing the annual report and convening the general meeting
- Notification to the court in case of over-indebtedness
General Meeting (Generalversammlung)
The shareholders’ general meeting is the supreme governing body, with exclusive authority over:
- Adoption and amendment of the articles of association
- Election and removal of board members and auditors
- Approval of annual financial statements and dividend distributions
- Discharge of the board of directors
- Capital increases and decreases
Signatory Authority
The board determines signatory authority (Zeichnungsberechtigung), which is registered in the commercial register. Common structures include:
- Sole signatory authority (Einzelzeichnungsberechtigung)
- Collective signatory authority requiring two signatures (Kollektivzeichnungsberechtigung zu zweien)
Formation Process
- Draft the articles of association (Statuten)
- Open a capital deposit account and deposit the minimum paid-in capital
- Execute the deed of incorporation before a notary (Öffentliche Beurkundung)
- Register with the commercial register
- Register for AHV, VAT and cantonal taxes
- Appoint an auditor (unless opting out)
Timeline: Typically 3–6 weeks from notarisation to commercial register entry.
Cost: Formation costs are approximately CHF 3,000–8,000, including notary fees, commercial register fees and legal advice. Stamp duty of 1% applies on share capital exceeding CHF 1 million.
When to Choose an AG
The AG is preferred over the GmbH when:
- The company plans to raise external equity investment (the AG’s share structure is more flexible for investors)
- Shareholder anonymity is desired (AG shareholder registers are not public, unlike GmbH)
- The company anticipates issuing equity compensation through conditional capital
- The company is a holding or treasury structure requiring participation exemption on dividends
- The company may eventually list on SIX Swiss Exchange
- The company is part of an international group where the AG form is expected by foreign counterparts
AG vs. GmbH: Quick Comparison
| Feature | AG | GmbH |
|---|---|---|
| Minimum capital | CHF 100,000 | CHF 20,000 |
| Share transferability | Free (unless restricted in articles) | Requires shareholder approval |
| Shareholder register | Not public | Public (registered in commercial register) |
| Equity instruments | Shares, participation certificates, profit-sharing certificates | Quotas (Stammeinlagen) only |
| Governance complexity | Higher (formal board structure) | Lower (simpler governance) |
| Formation cost | Higher | Lower |
The AG is the standard corporate vehicle for Swiss businesses with ambitions beyond a single-owner SME. Its flexibility in capital structuring, shareholder privacy and governance scalability make it the default choice for internationally oriented businesses.
Donovan Vanderbilt is a contributing editor at ZUG BUSINESS, the institutional intelligence publication of The Vanderbilt Portfolio AG, Zurich. His coverage spans Swiss corporate law, company formation and governance structures.