The corporation (SA/AG) is the most prestigious legal form in Swiss company law. A symbol of solidity and credibility, it is used by large multinationals and SMEs alike seeking a flexible structure and discreet shareholding. In 2025, Switzerland had approximately 120,000 active corporations, including nearly 12,000 in the canton of Geneva.
This guide presents in detail the conditions, steps, costs and specifics of forming a corporation in the canton of Geneva. If you are deciding between a corporation and an LLC, first see our detailed LLC vs Corporation comparison.
Key characteristics of the corporation
The corporation is governed by articles 620 to 763 of the Code of Obligations (CO), significantly updated by the SA law reform effective 1 January 2023. Its main characteristics are:
- Minimum share capital of CHF 100,000, divided into shares with a par value of at least CHF 0.01 each.
- Partial payment possible: minimum 20% of the par value of each share, with a floor of CHF 50,000 total.
- Limited liability: shareholders are only liable for the company's debts up to their contribution (plus any unpaid balance).
- Discreet shareholding: only board members are inscribed in the commercial register, not shareholders.
- Mandatory board of directors: at least one member, natural person.
- Registered shares: since the abolition of bearer shares in 2021, only registered shares are permitted for unlisted companies.
Corporation vs LLC: key differences
| Criterion | Corporation (SA) | LLC (Sarl) |
|---|---|---|
| Minimum capital | CHF 100,000 (50,000 paid up) | CHF 20,000 (100% paid up) |
| Shareholder visibility | Discreet (not in CR) | Public (inscribed in CR) |
| Management body | Board of directors | Management |
| Transfer of shares/units | Share transfer (simple) | Notarial deed (heavier) |
| Fundraising | Very flexible | More constrained |
| Image / credibility | Very strong | Good |
For a complete analysis, see our LLC vs Corporation guide.
Steps to form a corporation in Geneva
Step 1: Define the company structure
Before drafting the articles, define the structural elements of your corporation:
- Company name: unique in Switzerland (verification on Zefix.ch), must contain "SA", "AG" or "Ltd".
- Share capital: total amount, number of shares, par value, share categories (ordinary, preferred).
- Board of directors: number of members, chairman, signatory powers.
- Financial year: start and end dates of the fiscal year.
- Business purpose: description of the company's activity.
- Registered office: Geneva address (offices or domiciliation).
Step 2: Drafting the articles of association
The corporation's articles must contain the mandatory items under art. 626 CO:
- Company name and registered office
- Company purpose
- Share capital amount and contributions made
- Number, par value and type of shares
- General meeting convocation and voting rights
- Company bodies (BoD, auditing body)
- Form of publications
Since the 2023 reform, articles may also include provisions on capital fluctuation ranges (art. 653s CO), loyalty shares, or virtual general meetings. AX-Fiduciaire drafts optimised articles that anticipate your company's development.
Step 3: Opening the escrow account and paying up capital
The capital to be paid up (minimum CHF 50,000) must be deposited in an escrow account at a Swiss bank before incorporation. This amount is blocked until commercial register inscription. For more details, see our share capital guide.
Example: for a corporation with CHF 100,000 capital divided into 1,000 shares of CHF 100, you must pay up at least CHF 50,000 (50%). The remaining CHF 50,000 constitutes a company claim. Shareholders must pay on demand of the board of directors.
Step 4: Notarial deed
Corporation formation is done by authentic deed before a Geneva notary. The founders (or their representatives with authenticated powers of attorney) meet to:
- Adopt the articles of association
- Subscribe all shares
- Confirm capital payment
- Elect the board of directors
- Elect the auditing body (or declare opting-out)
- Sign the deed of incorporation
Notary fees in Geneva for corporation formation range from CHF 1,200 to CHF 2,500, depending on capital and articles complexity.
Step 5: Commercial register inscription
After incorporation, the notary submits the file to the Geneva commercial register. Fees are approximately CHF 550 to 800. Inscription takes 5 to 10 business days. Upon inscription, the corporation acquires legal personality.
Step 6: Post-formation steps
- Release of escrow account and opening of current account
- Issuance of share register and share certificates
- Inscription in the beneficial owners register (new art. 697j CO)
- Social insurance registration (AVS, LAA, LPP)
- VAT registration if necessary
- Setting up accounting
The board of directors: roles and responsibilities
The board of directors (BoD) is the supreme management body of the corporation. Its inalienable powers (art. 716a CO) include:
- Overall management of the company and supervision of operational management
- Defining the company's organisation
- Preparing annual accounts and the annual report
- Appointing and dismissing persons in charge of management
- Supervising delegated bodies
- Notifying the court in the event of over-indebtedness
Directors bear personal liability in the event of breach of duties (art. 754 CO). It is therefore essential to structure governance properly from the outset. AX-Fiduciaire advises you on the optimal composition of your BoD.
Domicile requirement
At least one BoD member with signatory authority (or a director inscribed in the CR with signatory authority) must be domiciled in Switzerland. For foreign entrepreneurs, AX-Fiduciaire can provide a domiciled director service in Geneva.
The auditing body
Every corporation must in principle have an auditing body. There are three levels of audit:
| Type of audit | Conditions | Indicative annual cost |
|---|---|---|
| Ordinary audit | Publicly traded company or exceeding 2 of 3 thresholds: assets CHF 20M, revenue CHF 40M, 250 employees | CHF 15,000 - 50,000+ |
| Limited audit | Corporation not meeting ordinary audit conditions | CHF 3,000 - 8,000 |
| Opting-out | Corporation with max. 10 employees, unanimous shareholder consent | CHF 0 |
For a small corporation, opting-out represents substantial savings. This option is recommended in the majority of cases at formation.
Corporation formation costs in Geneva
| Item | Amount |
|---|---|
| AX-Fiduciaire package | CHF 3,500.- |
| Notary fees | CHF 1,200 - 2,500 |
| Commercial register | CHF 550 - 800 |
| Escrow account | CHF 100 - 200 |
| Federal stamp duty | CHF 0 (exempt if capital < CHF 1M) |
| Capital to pay up | CHF 50,000 minimum |
| Total excl. capital | CHF 4,000 - 8,000 |
See the full cost breakdown or use our online estimator.
Corporation taxation in Geneva
The corporation is taxed as a legal entity. In Geneva, the main taxes are:
- Income tax: effective rate of approximately 13.99% (federal 8.5% + cantonal/municipal) for the City of Geneva in 2026.
- Capital tax: approximately 0.4 per mille of equity (cantonal/municipal rate).
- Withholding tax: 35% on distributed dividends (refundable to the recipient if correctly declared).
- Dividend taxation: relief for qualifying participations (>10%), partial taxation at the recipient level.
Optimising the salary/dividend mix is an important lever for owner-directors. Our taxation experts develop the most advantageous remuneration strategy.
2023-2026 innovations in corporation law
The SA law reform, effective 1 January 2023, introduced several major innovations:
- Share capital in foreign currency: it is now possible to set the capital in a foreign currency (EUR, USD, GBP) if it is the company's functional currency.
- Capital fluctuation range: the BoD can be authorised by the articles to increase or decrease capital within a defined range, without a general meeting.
- Virtual general meetings: the articles may provide for holding GMs electronically.
- Loyalty shares: possibility of granting preferential voting rights to long-standing shareholders (unlisted companies).
- Interim dividends: now explicitly authorised by law.
- Gender threshold on BoD: for listed companies, target of 30% of the underrepresented gender on BoD by 2026.
These new possibilities reinforce the corporation's attractiveness for modern entrepreneurs. AX-Fiduciaire systematically incorporates the latest legislative developments into your articles drafting.
Who is the corporation recommended for?
- Planned fundraising: the corporation facilitates the entry of new investors through simple share transfer mechanisms.
- Desired shareholder discretion: shareholders do not appear in the public commercial register.
- Maximum credibility: the corporation enjoys strong brand image with partners, banks and clients.
- Large-scale project: substantial initial budget, international growth ambitions.
- Potential stock exchange listing: the corporation is the only form that allows listing.
If your needs are more modest, the LLC may be a more economical alternative. Our legal form choice guide helps you decide.
Ready to form your corporation in Geneva? Request a free quote or call us for a no-obligation initial consultation.