GmbH vs AG in Switzerland: Key Differences

GmbH or AG? Compare capital, ownership, governance and listing of the two main Swiss company forms, and check which one a company is with the API.

The AG (Aktiengesellschaft, société anonyme) and the GmbH (Gesellschaft mit beschränkter Haftung, Sàrl in French, Sagl in Italian) are the two main Swiss company forms. Both limit the owners’ liability. They differ in capital, in how ownership is held and shown in the register, and in whether the shares can be listed.

GmbH vs AG at a glance

GmbHAG
Full nameGesellschaft mit beschränkter Haftung (Sàrl, Sagl)Aktiengesellschaft (SA)
Owners’ liabilityLimited to the capitalLimited to the capital
Minimum capitalCHF 20,000, fully paid inCHF 100,000, of which at least CHF 50,000 paid in
Ownership is held asStammanteile, held by Gesellschafter (members)Aktien, held by Aktionäre (shareholders)
Owners in the commercial registerThe members are enteredThe shareholders are not entered
Transfer of ownershipWritten contract and, by default, approval by the membersFree unless the articles restrict it
GovernanceMembers’ meeting and managers (Geschäftsführer)General meeting and board of directors (Verwaltungsrat)
Can be listedNoYes
Typical useSmall owner-managed businessesLarger companies, listed groups and investor-backed businesses

A general comparison of the usual rules, not legal advice: a company’s own articles and the current law of its country decide the details.

How to check which one a company is

The API returns legal_form as GmbH or AG, with the register’s legal-form code in local_legal_form (0107 for a GmbH, 0106 for an AG). Search by name, or look the company up by its UID. Sole proprietorships (Einzelunternehmen) are never served.

curl -H "Authorization: Bearer rk_live_..." \
  "https://api.prometiam.com/functions/v1/risk-api/companies/search?country=CH&name=<company name>"

# read on each result:
#   "legal_form"        -> "GmbH" or "AG"
#   "legal_form_family" -> "private_limited_company" or "public_limited_company"

The API's legal_form values for these two: GmbH is Limited liability company; AG is Company limited by shares.

Coverage and limits for Switzerland: company records only (no officers, no registry-compliance signal); legal entities and branches on the commercial register only, sole proprietorships (Einzelunternehmen) and other natural persons are never served. Source: Zefix, Federal Office of Justice, Federal Commercial Registry Office (open use, source required); restructured by Prometiam, not a certified register extract.

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Frequently asked questions

What is the difference between a GmbH and an AG?
The GmbH needs CHF 20,000, shows its members in the commercial register and restricts transfers by default; the AG needs CHF 100,000 (half paid in), keeps its shareholders out of the register and can be listed.
Is a Swiss Sàrl the same as a GmbH?
Yes. Sàrl (société à responsabilité limitée) and Sagl are the French and Italian names of the same form.