The LLC (Sarl/GmbH) and the corporation (SA/AG) are the two most used capital company forms in Switzerland. They share many characteristics — limited liability, separate legal personality, accounting obligations — but differ on essential points that can have a significant impact on your activity, your taxation and your development capacity.
This guide compares these two legal forms in detail to help you make the right choice. If you are deciding between a sole proprietorship and an LLC, see our sole proprietorship vs LLC comparison instead. For broader guidance, see our legal form choice guide.
Complete comparison table: LLC vs Corporation
| Criterion | LLC | Corporation |
|---|---|---|
| Legal basis | Art. 772-827 CO | Art. 620-763 CO |
| Minimum capital | CHF 20,000 | CHF 100,000 |
| Capital payment | 100% at formation | Min. 20% per share, min. CHF 50,000 total |
| Capital division | Units (min. CHF 100 each) | Shares (min. CHF 0.01 each) |
| Number of founders | 1 or more (natural or legal persons) | 1 or more (natural or legal persons) |
| Holder visibility | Members inscribed in CR (public) | Shareholders not inscribed in CR (discreet) |
| Management body | Management (one or more managers) | Board of directors (one or more members) |
| Domicile requirement | 1 manager domiciled in Switzerland | 1 BoD member or director domiciled in Switzerland |
| Transfer of units/shares | Notarial deed + assembly approval | Simple written transfer (registered shares) |
| Auditing body | Opting-out possible (< 10 employees) | Opting-out possible (< 10 employees) |
| Assembly | Members' meeting | General meeting |
| Income tax (GE) | ~13.99% | ~13.99% |
| Capital tax (GE) | ~0.4 per mille | ~0.4 per mille |
| Dividend taxation | Partial (participation > 10%) | Partial (participation > 10%) |
| Anticipatory tax on dividends | 35% | 35% |
| Formation costs (AX-Fiduciaire) | From CHF 2,500.- | From CHF 2,500.- |
| Notary fees (GE) | CHF 600 - 1,000 | CHF 800 - 1,500 |
| CR fees | ~CHF 550 | ~CHF 550 |
| Capital in foreign currency | No | Yes (since 2023) |
| Capital fluctuation range | No | Yes (since 2023) |
| Stock exchange listing | No | Yes |
Detailed analysis of differences
1. Capital: initial investment and flexibility
The LLC requires capital of CHF 20,000, fully paid up at formation. This is an accessible amount that remains available in the company to finance the first months of activity.
The corporation requires capital of CHF 100,000, of which at least CHF 50,000 must be paid up. Partial payment offers some flexibility: you deposit CHF 50,000, and the remaining CHF 50,000 is a company claim against the shareholders, callable by the board of directors. Since the 2023 reform, capital can be set in a foreign currency.
For more details on capital deposit and payment, see our guide on share capital.
2. Transparency: holder visibility
This is one of the most striking differences. In an LLC, each member is inscribed in the commercial register with the amount of their units. Anyone can consult this information on Zefix.ch.
In a corporation, only board members are inscribed in the commercial register. Shareholders are not publicly visible. The share register is an internal company document. However, the beneficial owners register (art. 697j CO) must be maintained and accessible to the authorities.
This discretion of the corporation can be an advantage for entrepreneurs who wish to protect their privacy or for holding structures.
3. Transfer of units vs. shares
LLC: the transfer of units requires a notarial deed (art. 785 CO) and, unless the articles provide otherwise, the approval of the members' meeting (art. 786 CO). Each transfer incurs notary fees (CHF 300-800) and a commercial register modification. This process is heavier and more costly.
Corporation: registered shares are transferred by simple written declaration (endorsement). No notarial deed is required. However, the articles may provide for transfer restrictions (vinculo clauses, art. 685a CO). The ease of transfer is a major asset for fundraising, employee incentive programmes and M&A operations.
4. Governance
LLC: management can be carried out by one or more managers, who must be natural persons. All members are managers by default, unless the articles provide otherwise. Day-to-day management is flexible and informal.
Corporation: the board of directors is the supreme body of the company. It has inalienable powers defined by law (art. 716a CO). The BoD can delegate operational management to a management team. The structure is more formal but offers better separation between ownership and management, which facilitates growth.
5. Taxation
From a tax perspective, the LLC and corporation are treated identically in Switzerland:
- Same profit tax rate (legal entity)
- Same capital tax
- Same 35% anticipatory tax on dividends
- Same relief for qualifying participations
The only potential difference concerns transfer costs: LLC unit transfers involve notary fees that do not exist for corporation shares. For an in-depth tax analysis, contact our taxation experts.
6. Innovations reserved for the corporation (2023 reform)
Since 1 January 2023, the corporation benefits from new possibilities that the LLC does not offer:
- Capital in foreign currency: ideal for companies whose functional currency is EUR or USD.
- Capital fluctuation range: the BoD can increase or decrease capital within a defined range without going through the general meeting.
- Loyalty shares: preferential voting rights for long-standing shareholders.
- Virtual GM: holding the general meeting entirely online.
Scenarios: when to choose LLC, when to choose corporation?
Choose the LLC if:
- Your start-up budget is limited (capital of CHF 20,000 sufficient)
- The shareholding is stable and will not change often
- You are 1 to 3 partners working in the business
- You do not plan external fundraising
- Shareholding transparency is not an issue
- You want a simple and informal structure
Choose the corporation if:
- You have initial capital of CHF 50,000 or more
- You plan to raise funds or welcome investors
- Shareholding discretion is important
- You need a strong brand image (B2B, financial sector)
- You plan an employee participation programme (ESOP)
- Your activity is international and requires capital in a foreign currency
- You aim for a stock exchange listing in the long term
Comparative formation costs in Geneva
| Item | LLC | Corporation |
|---|---|---|
| AX-Fiduciaire package | CHF 2,500.- | From CHF 2,500.- |
| Notary | CHF 600 - 1,000 | CHF 800 - 1,500 |
| Commercial register | ~CHF 550 | ~CHF 550 |
| Escrow account | CHF 100 - 200 | CHF 100 - 200 |
| Capital to pay up | CHF 20,000 | CHF 50,000 minimum |
| Total excl. capital | CHF 3,750 - 4,250 | CHF 3,950 - 4,750 |
| Total with minimum capital | CHF 23,750 - 24,250 | CHF 53,950 - 54,750 |
The difference in total cost is therefore primarily due to the capital to be tied up. For a full breakdown of fees, see our guide on company formation costs.
Conversion: switching from LLC to corporation (or vice versa)
If your company evolves and you need to change legal form, the Merger Act (LFus) provides for conversion mechanisms:
- LLC to corporation: necessary when the company grows and needs to raise funds or improve credibility. Qualified majority of 2/3 required.
- Corporation to LLC: rarer, may be considered to reduce formalities and tied-up capital. Qualified majority of 2/3 also required.
The conversion can be done in a tax-neutral manner if the conditions are met. The typical cost of a conversion is between CHF 3,000 and CHF 6,000 (fees + notary + CR).
AX-Fiduciaire advice: for the majority of Geneva SMEs with 1 to 5 partners and a moderate initial budget, the LLC is the most pragmatic choice. If you anticipate fundraising or a complex shareholding, the corporation is preferable from the start to avoid later conversion costs. Contact us for a free personalised analysis.