Swiss Company Compliance: What Foreign Founders Need to Know About AG and GmbH Requirements
Switzerland's compliance regime is canton-dependent, audit-heavy, and surprisingly complex. Here is what you need to file, when, and where the traps are.
Why Switzerland
Switzerland offers political stability, a favourable corporate tax regime (effective rates of 12-15% depending on canton), access to European markets without EU membership, and a legal system that international businesses trust. Zug, Zurich, and Geneva are particularly popular for holding companies, trading operations, and fintech.
But Swiss compliance is not simple. It varies by canton, entity type, and company size, and the penalties for getting it wrong can be severe.
Entity types
| Type | Minimum capital | Liability | Typical use |
|---|---|---|---|
| AG (Aktiengesellschaft) | CHF 100,000 (50% paid in) | Limited to share capital | Larger companies, holding structures |
| GmbH (Gesellschaft mit beschränkter Haftung) | CHF 20,000 (fully paid in) | Limited to share capital | SMEs, subsidiaries |
| Branch (Zweigniederlassung) | None | Parent liable | Market entry, no separate legal entity |
The filing calendar
| Filing | Deadline | Notes |
|---|---|---|
| Annual financial statements | Within 6 months of fiscal year-end | Must be approved by shareholders |
| Annual General Meeting | Within 6 months of fiscal year-end | Must approve financial statements |
| Commercial Register update | Within 3 months of any changes | Directors, address, capital changes |
| Corporate tax return | Varies by canton (typically 6-9 months after year-end) | Federal + cantonal + communal |
| VAT return | Quarterly (or semi-annually/annually for small businesses) | Due 60 days after quarter-end |
| Withholding tax (Verrechnungssteuer) | 30 days after dividend payment | 35% on dividends |
| Social security contributions (AHV/IV) | Monthly or quarterly | Mandatory for all employees |
The audit requirement
Switzerland has a tiered audit system:
Ordinary audit (ordentliche Revision): Required for public companies and companies exceeding two of: 20 million CHF total assets, 40 million CHF revenue, 250 full-time employees. Full audit by a licensed audit firm.
Limited audit (eingeschränkte Revision): Required for companies not meeting ordinary audit thresholds. Less rigorous than a full audit but still mandatory.
Opting out: Companies with fewer than 10 full-time employees may opt out of audit entirely if all shareholders agree. This is common for small subsidiaries.
Audit costs range from CHF 3,000-5,000 for a limited audit of a small company to CHF 20,000+ for an ordinary audit.
Cantonal differences
Switzerland has 26 cantons, each with its own tax rates and some procedural differences:
| Canton | Effective corporate tax rate | Notes |
|---|---|---|
| Zug | 11.9% | Most popular for holding companies |
| Lucerne | 12.2% | Competitive alternative to Zug |
| Nidwalden | 12.0% | Small canton, low rates |
| Zurich | 19.7% | Higher but access to talent pool |
| Geneva | 14.0% | French-speaking, international focus |
| Basel-Stadt | 13.0% | Pharma hub |
Tax return deadlines, extension procedures, and penalty structures all vary by canton. A company in Zug and a company in Zurich face different compliance calendars.
Withholding tax on dividends
Switzerland imposes a 35% withholding tax (Verrechnungssteuer) on dividends. Swiss residents can reclaim this through their personal tax return. Non-residents may reclaim part or all of it under applicable double taxation treaties.
The withholding must be deducted at source and paid to the Federal Tax Administration within 30 days. Late payment attracts 5% annual interest.
The commercial register
Every Swiss company is registered in the commercial register (Handelsregister) of its canton. Changes to directors, signatories, registered office, or share capital must be notified within a defined period (typically 3 months). Each notification requires notarised documents and incurs fees.
Failure to update the commercial register can result in fines and, in extreme cases, dissolution proceedings.
How CompCal helps
CompCal tracks your Swiss AG or GmbH filing obligations including AGM deadlines, tax return due dates (canton-specific), VAT quarters, and commercial register notification windows. One dashboard for every jurisdiction.