Share capital is the cornerstone of any capital company in Switzerland. It represents the funds contributed by the founders to finance the company's activity and constitutes a minimum guarantee for creditors. Understanding the process of constituting, depositing and releasing capital is essential to avoid blockages and delays when forming your LLC or corporation.
Minimum capital by legal form
| Legal form | Minimum capital | Minimum payment | Min. par value per unit/share |
|---|---|---|---|
| Sole proprietorship | None | - | - |
| LLC | CHF 20,000 | 100% (full amount) | CHF 100 per unit |
| Corporation | CHF 100,000 | 20% per share, min. CHF 50,000 total | CHF 0.01 per share |
The capital deposit process
Step 1: Choosing the bank
The first step is to choose a bank to open the escrow account. Selection criteria include:
- Opening fees: between CHF 100 and CHF 200 depending on the bank.
- Opening time: generally 3 to 5 business days, but some banks may take longer for complex cases (foreign founders, multi-level structures).
- Subsequent banking services: the escrow account will generally be converted to a current account. Evaluate banking fees, online services and SME support quality.
- Compliance requirements: some banks have stricter KYC (Know Your Customer) documentation requirements, which can extend the process.
Recommended banks in Geneva
| Bank | Escrow fees | Average time | Strengths |
|---|---|---|---|
| BCGE | ~CHF 150 | 3-5 days | Cantonal bank, good knowledge of local SMEs |
| UBS | ~CHF 200 | 5-7 days | International network, advanced digital services |
| Raiffeisen | ~CHF 100 | 3-5 days | Attractive rates, proximity |
| PostFinance | ~CHF 100 | 5-7 days | Low fees, simple online services |
| CIC | ~CHF 150 | 3-5 days | SME focus, personalised service |
AX-Fiduciaire works with all these banks and directs you to the most suited to your profile and activity.
Step 2: Preparing the banking file
To open an escrow account, the bank generally requires:
- Copies of identity documents of all founders
- Draft articles of association
- Description of planned activity (business purpose)
- Proof of origin of funds
- Form A (beneficial owner declaration)
- For foreign founders: residence permit, proof of address
Step 3: Paying in the capital
Once the account is open, the founders transfer the capital by bank transfer. The capital must be paid in Swiss francs (except for corporations with capital in a foreign currency). The bank then issues an escrow certificate confirming that the funds are deposited and blocked. This certificate is essential for the notary appointment.
Practical tip: allow 3 to 5 business days between the transfer and the issuance of the certificate, especially if the funds come from abroad. International transfers can take longer and require additional checks (anti-money laundering compliance).
Step 4: Incorporation at the notary
During the authentic deed of incorporation, the notary verifies the escrow certificate and records the capital payment in the deed. This is when the link between the deposited capital and the company in formation is officially established.
Step 5: Release of capital
After the company's inscription in the commercial register, the bank receives notification and releases the funds from the escrow account. The capital is then transferred to the company's current account, where it can be used for business needs.
LLC vs Corporation: payment differences
LLC: full payment
The LLC's capital (minimum CHF 20,000) must be fully paid up at formation (art. 777c para. 1 CO). This means the CHF 20,000 must be physically present in the escrow account before the notary appointment. It is not possible to partially pay up an LLC's capital.
Corporation: partial payment possible
A corporation's capital (minimum CHF 100,000) can be partially paid up, with the following rules:
- At least 20% of the par value of each share must be paid up (art. 632 para. 1 CO).
- The total amount paid up must be at least CHF 50,000 (art. 632 para. 1 CO).
- The unpaid balance constitutes a company claim against the shareholders, callable by the board of directors.
Concrete example:
| Scenario | Total capital | Minimum payment | Unpaid balance |
|---|---|---|---|
| Standard corporation | CHF 100,000 | CHF 50,000 (50%) | CHF 50,000 |
| High-capital corporation | CHF 500,000 | CHF 100,000 (20%) | CHF 400,000 |
| Fully paid corporation | CHF 100,000 | CHF 100,000 (100%) | CHF 0 |
Contributions in kind
It is possible to constitute the capital (in whole or in part) through contributions in kind rather than in cash. Contributions in kind can include:
- Real estate
- Machinery, vehicles, equipment
- Client portfolios
- Patents, trademarks, licences
- Existing sole proprietorship (transformation of sole proprietorship into LLC)
Contributions in kind are subject to strict requirements:
- Qualified incorporation report: an approved auditor must attest to the value of the contributions (art. 635a CO for corporations, art. 777c CO for LLCs).
- Mention in the articles: contributions in kind must be described in the initial articles.
- Fair value: the contributed assets must have a value at least equal to the amount of capital paid up by that contribution.
Common case: the transformation of a sole proprietorship into an LLC. The entrepreneur contributes their business (clients, equipment, inventory) to the new LLC in exchange for units. This operation, if properly structured, can be tax-neutral (art. 19 LIFD). AX-Fiduciaire regularly handles these transformations.
Capital in foreign currency (corporation only)
Since the corporation law reform that came into force on 1 January 2023, it is possible to set a corporation's capital in a foreign currency (EUR, USD, GBP, etc.), provided that:
- This currency is the company's functional currency (the currency in which the main transactions are carried out).
- The accounts are kept in the same currency.
- The exchange rate used to determine legal thresholds is stated in the articles.
This innovation is particularly interesting for international companies whose activity is primarily in euros or dollars. The LLC does not benefit from this possibility and must have its capital in CHF.
Capital protection and obligations
Once the company is formed, the share capital is subject to protection rules:
- Prohibition on repaying capital: members/shareholders cannot recover their contribution while the company exists (except through a formal capital reduction).
- Legal reserve: 5% of annual net profit must be allocated to the general reserve until it reaches 20% of the capital (art. 672 CO for corporations, art. 801 CO for LLCs, applicable since 2023 with the new rules).
- Alert in case of loss: if half of the capital and legal reserves is no longer covered by assets, the board of directors/management must take remedial measures (new art. 725 CO).
- Over-indebtedness: if debts exceed assets, the management body must notify the court (unless there is a prospect of short-term recovery).
Frequently asked questions about capital
Is capital a cost or an investment?
Capital is not an expense: it remains in the company and can be used for business activities. It is an investment in your own company. The only costs related to capital are the escrow account opening fees (CHF 100-200) and, indirectly, the opportunity cost of the tied-up money.
Can capital be increased after formation?
Yes, a capital increase is possible at any time. It requires a decision of the members' meeting (LLC) or general meeting (corporation), an amendment to the articles by authentic deed and commercial register inscription. New contributions must be deposited in an escrow account. The cost of a capital increase is generally between CHF 1,500 and CHF 3,000 (fees + notary + CR).
Can capital be reduced?
Yes, but it is a more complex procedure protected by law (creditor protection). A capital reduction requires: an assembly decision, a report from the auditing body (or auditor), a call to creditors published in the SOGC (three publications), and commercial register inscription. The capital cannot be reduced below the legal minimum (CHF 20,000 for an LLC, CHF 100,000 for a corporation).
For any question about the share capital of your future company, contact AX-Fiduciaire. We guide you in choosing the optimal amount, the deposit procedure and capital management after formation.