How much capital do I really need to incorporate in Switzerland?

The statutory floor

The law sets minimum capital as a condition of incorporation: CHF 20'000 for a GmbH (Art. 773 CO), fully paid in, and CHF 100'000 for an AG (Art. 621 CO), of which at least CHF 50'000 must be paid in (Art. 632 CO) at formation. Cash contributions go into a blocked account and are released to the company once it is registered. Contributions in kind are possible but come with additional formalities and valuation scrutiny.

A common misconception is that this money then sits untouchable in a vault. It does not. Once the company exists, the capital is working money that pays salaries, rent and suppliers. What the law protects is the balance-sheet position, not a physical deposit.

Nominal versus paid-in

Nominal capital is the figure in the articles and the commercial register. Paid-in capital is what has actually been contributed. In an AG the two can diverge: if only half is paid in, the company holds a claim against its shareholders for the rest, and that claim can be called, including by an insolvency administrator when things go wrong. Founders who choose partial payment should treat the unpaid balance as a standing personal commitment rather than a formality.

Counterparties also read the register. A company whose capital is at the bare minimum, half paid, sends a different signal to landlords, suppliers and banks than one that is capitalised for its actual plan.

What the business actually needs

The honest starting question is not "what does the law require?" but "how long until this business pays for itself, and what does it cost until then?"

For most real businesses, the statutory minimum is consumed within the first months. A company that starts undercapitalised reaches the territory of capital loss (Art. 725a CO) and overindebtedness (Art. 725b CO), with the duties those trigger, far earlier than one with an honest buffer. In a later insolvency, chronic undercapitalisation sharpens every question about the board's responsibility.

There is also a practical point. Increasing nominal capital later means another notarial round with costs and lead time. Setting the capital right at the start is cheaper than correcting it under pressure.

What to do

• Build a sober estimate of costs until break-even, and fund it, as capital or as capital plus properly documented shareholder loans.
• If you incorporate an AG with partial payment, decide in advance when and how the balance will be called.
• Revisit the capital base before major scaling steps, not after the first liquidity squeeze.

How much capital your structure should carry depends on your plan and risk profile. We are glad to think it through with you for your specific case.