Forming a company limited by shares (AG) is a significant decision for entrepreneurs. The AG has its own legal personality and acts as an independent legal entity, also known as a corporation. This legal independence enables it to acquire rights and assume obligations in business dealings. This includes acquiring property, entering into contracts, being sued and bringing proceedings itself. But what is the minimum amount of money needed to form an AG?
Minimum capital
An AG requires minimum capital of CHF 100’000 (Art. 621 OR). At formation, only part must be paid or contributed in kind (see Art. 632(2) OR):
At least 20% of each share's nominal value must be contributed (partial payment).
Total contributions must be at least CHF 50’000 (partial payment)
You can therefore form an AG if you currently have 50’000 CHF. However, in bankruptcy you are also liable for the further 50’000 CHF, since partial payment only postpones that contribution.
Example: Hans forms an AG and initially pays up only 60’000 CHF. He owes the remaining 40’000 CHF. If the company becomes bankrupt, he must personally answer for that further 40’000 CHF, but has no additional personal liability beyond it.
Exceptions and special features
Bearer shares and preferential voting shares are an exception: they must always be fully paid up (Art. 683(1) OR for bearer shares and Art. 693(2) OR for preferential voting shares).
Important: The 50’000 CHF or 100’000 CHF paid up must initially be deposited in a capital payment account. Immediately after formation, however, the money can be used to operate the company. It is therefore not 'gone'.
Further costs:
Also consider formation costs: lawyer fees for carrying out formation, commercial register fees and notary fees. These generally range from 2’000 CHF to 5’000 CHF.