Foundation of a Public Limited Company (AG)
The AG (Public Limited Company) offers a wide range of organizational opportunities, which makes it an interesting legal form not only for SMEs, but also for large companies and international corporations. However, the AG is the most cost-intensive variant in the formation of a company.
|Seed Capital||At least CHF 100'000 (+ foundation fees)|
|Liability||Limited liability of the board of directors / no liability of shareholders|
|Company Name||Must include the suffix "AG"|
|Number of Founders||One or more natural or legal persons|
|Taxes||Separate tax return for the AG|
|Commerial Accounting||Commercial accounting is mandatory|
|VAT Liability||Mandatory for annual sales of CHF 100'000 or more|
|Social Insurance||Social insurance contributions are obligatory and must be settled by the AG. The shareholders working for the company are considered employees.|
The Founding Process
Good preparation is half the battle won! Building a company and putting it on course involves some unexpected surprises. That’s why a well-thought-out plan is needed. We support you and assume the formalities.
Choose the legal structure and fill out the online form
First meeting at the Treuhandzentrum Zürich, free of charge
We’ll take care of documentation processing
Signing and certifying of documents at the notary’s office
Entry in the Commercial Register
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Have you decided to start a Public Limited Company or are you still unsure about the right legal form? We will accompany you through the foundation process and beyond, just tell us your plans. We will contact you immediately after receiving your duly completed form to arrange an appointment for a free first meeting.
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AG (Public Limited Company) in Detail
Registration of Company Name
The AG is formed upon the registration of the company name in the Commercial Register. The formation requires one or more natural or legal persons. The name can be an imaginary name but must contain the suffix "AG". A clear distinction must be made between all AGs already registered in the Commercial Register within Switzerland..
The share capital amount must be at least CHF 100'000, half of which must be deposited into a blocked account in a Swiss bank during the founding process. The bank will transfer the money to the company’s account after its foundation. The board of directors may at any time request unclaimed share capital. However, in the event of bankruptcy, this must be repaid by the shareholders. Instead of cash, the AG may also be established with a specific object, e. g. a vehicle (creation of a contribution in kind). This requires a certificate from a recognized auditor.
Upon establishment, the articles of incorporation must be established and the board of directors and the statutory auditors elected. This audit can be waived if there are fewer than 10 employees.
Compared to the GmbH, not all persons involved in the AG must be entered in the Commercial Register. This guarantees the anonymity of the shareholders.
In the case of debts, only the company's assets are liable. Shareholders can only be held liable if not all the capital has been paid in at the time of incorporation. Risks for the board of directors exist in the event of unfair management and breach of due diligence. The board members are personally liable, if AHV contributions are not paid in full and BVG (pension fund) contributions are not paid at least half.
Accounting and VAT
Anyone who sets up an AG is required to do business accounting with balance sheet and profit and loss statement. This is created at the end of the financial year. The obligation to pay VAT starts from annual sales of CHF 100'000.
Social Security and Taxes
The co-operating shareholder counts as an employee under social security law. This means that the company must report the annual salary of the co-operating shareholder with those of the other employees to the social insurance and pay contributions accordingly. Contributions to AHV and BVG as well as accident insurance are compulsory. The special features (such as the entry threshold) of individual insurance companies must be taken into account here. /
The capital is divided into shares, whereby one share must have at least the value of CHF 0.01. The shares are issued as bearer or registered shares. Bearer shares are easily transferable, as the respective owner has shareholder rights. Registered shares are listed in a share register. The board of directors may restrict the transfer of registered shares with a clause in the articles of incorporation. The transfer of these so-called registered shares requires the approval of the board of directors. In contrast to the GmbH, mutations in shares do not have to be entered in the Commercial Register.
Rights and Obligations
As already mentioned, the obligations of the shareholders are limited to the payment of the share capital. In contrast to the GmbH, the shareholders are not subject to any loyalty obligations, which means that a shareholder may own shares in competing companies, unless otherwise stipulated in the shareholders' agreement. Every shareholder has the right to attend general meetings. He has a voting right and a right to a dividend. In the event of a capital increase, the subscription right regulates the proportionate purchase of a share by an existing shareholder. For two or more persons it is advisable to draw up a shareholders' agreement.
The rights and duties of an AG are defined in the Swiss Code of Obligations (OR) Art. 620 – 763
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