You want to set up an AG?
Or you have questions on specific topics? Our checklist can help.
What is a stock corporation (Aktiengesellschaft, AG)?
An AG is a limited company which pursues commercial goals. For this company form, the shareholdings with capital or material assets take center stage. The AG has share capital which serves as the basis for credit and liability, meaning it can only be held liable with this share capital, which must be at least CHF 100,000 (by comparison: for a GmbH the capital/liability sum is only a minimum of CHF 20,000). The AG is the most commonly chosen company form in Switzerland.
How many people are needed to found an AG?
Only one.
Do I have to pay in the whole CHF 100,000 when I found the AG?
No. Although the share capital is CHF 100,000, only 20% of the nominal value of every share, but at least CHF 50,000 must be paid in when founding the company, either in cash or material assets (real estate, machinery).
What are shares?
The share capital is divided up into partial amounts − the shares. The nominal value (proportionate value of the total share capital) must be grater than zero. There are only registered shares. Registered shares are held in the name of the holder or authorized party and are transferred by changing the name on the reverse of the security and handing it over. The AG enters the name of the acquirer in its share register and, in this way, can control the shareholder structure.
What rights do shareholders have?
Membership corresponds to the capital held. Shareholders have property rights (rights to dividends and a share of the liquidation proceeds) as well as participation rights. This includes the right to participate in the general meeting and a right to vote in resolutions and elections. There are also inspection and information rights, the right to contest resolutions at the general meeting, or the right to file liability claims against board members or other entities at fault.
Who is liable for an AG’s debt?
For any and all debts of the AG, liability is capped at the amount of the company’s share capital. The individual management bodies of the AG (founding members, board of directors, executive board, liquidators, and the auditors) can be held liable for damages they personally cause if they have breached shareholder obligations. This includes, for example, overvaluing material assets or fraudulent accounting.
How is an AG organized?
The highest governing body is the general meeting, which is composed of the shareholders. It amends or defines the articles of incorporation (so-called constitution of the AG), holds elections, approves the annual report and the financial statements, and much more. There is also a board of directors, which bears responsibility for overall management and the finances. The auditors form the third entity, and are the supervisory body. For more information on a limited audit, see here.
How can I become a shareholder/member?
By buying shares.
Can I transfer shares?
Generally yes. However, there are transfer restrictions, especially for registered shares, which you must take into account.
Can I lose my shareholder status/membership?
Yes. Firstly, if you sell all your shares. Secondly, if you do not make all the contributions required or in the case of a liquidation.
How is an AG founded?
The following points must be fulfilled (see more details in the document “Checklist for founding a company”):
- Public notarization
- Unanimous declaration of the founders of their intention to found an AG
- Definition of articles of incorporation
- Definition/appointment of management bodies
- Definitions of the amount of the share capital and how it should be divided (nominal value, material assets, etc.)
- Creation and signing of founding documents
- Registration of the company with the commercial registry
- Payment of share capital.
Below you will find additional legal information and a detailed checklist for founding an AG to download.