The business starts before the company
Founders building together may already be operating as a simple partnership, holding assets personally and entering obligations outside the future company.
Swiss startup incorporation
Incorporate your Swiss startup.Get ownership, IP and governance right from day one.
Bring founder ownership, IP, governance and the legal form into one coherent setup, so the business you are building becomes a company that is ready to operate, hire and grow.
Fehr Legal connects the founder decisions with the formation documents, then coordinates the notary and commercial-register process.
When should you incorporate?
- More than one founder is actively building the business or agreeing how ownership should work.
- Meaningful code, technology, designs, domains or other IP are already being created.
- You are signing customer, contractor, university or employment agreements personally.
- Revenue, important hires or external investment make the current informal setup too exposed.
Registration is only one part of a sound formation
The legal form is chosen by habit
AG and GmbH structures differ in capital, shareholder visibility, transfer mechanics and how naturally they support later financing.
Founder ownership and IP stay informal
Share numbers, vesting, leaver outcomes and the transfer of existing work need to be documented before people or circumstances change.
The filing is mistaken for the legal work
A standard platform can coordinate procedure. It cannot decide which ownership, governance and founder arrangements fit the company you are building.
What the incorporation work produces
A complete formation package built around the ownership and control outcome, with a clear execution path from founder decisions to commercial-register entry.
Structure recommendation
A reasoned AG or GmbH choice based on financing plans, shareholder structure, governance and expected transactions.
Founder ownership design
Initial share allocation, vesting or reverse-vesting logic, leaver treatment and a defensible opening cap table.
Corporate documents
Articles of association, formation deed, organisational rules, board setup, signing rights and required declarations.
Formation coordination
Sequence and coordination with the capital-deposit bank, notary and cantonal commercial register.
Choose the legal form by the next three years, not the next three weeks
The right starting point depends on capital, shareholder privacy, transfer mechanics and the financing path you expect.
AG
Useful when
Institutional financing, a broader shareholder base or more flexible share transfers are realistic next steps.
Watch for
Minimum share capital of CHF 100,000, with at least CHF 50,000 paid in; board composition, bearer-risk assumptions, share classes and investor-ready governance.
GmbH
Useful when
A closely held operating company values lower starting capital and named shareholder participation.
Watch for
Minimum fully paid capital of CHF 20,000; public shareholder entries, quota transfers and whether a later conversion to an AG is likely.
Existing-company reset
Useful when
The entity already exists but ownership, records or documents do not match the financing plan.
Watch for
Share register, historic transfers, founder promises, IP chain, signing rights, articles and the fully diluted cap table.
Build one consistent ownership and governance system
The formation is ready when the articles, founder arrangements, registers and cap table produce the same answer.
Formation readiness = legal form + founder economics + governance + IP chain + executable corporate records
Share structure
Set nominal values, founder holdings and any planned pool or financing capacity without creating avoidable future steps.
Vesting and leavers
Define what happens if a founder leaves before the agreed contribution has been delivered.
Board and signatures
Allocate management, representation and reserved decisions so authority is clear from day one.
Pre-incorporation commitments
Identify contracts, IP, expenses and promises made before the company exists and decide how they move into it.
Illustrative startup scenario
A fast formation creates a slow financing round
- Context
- Two founders form a GmbH using a basic setup, split ownership informally and postpone vesting and IP transfers.
- Consequence
- During the seed round, the investor cannot reconcile founder rights, product ownership and the cap table, so cleanup becomes a closing condition.
- Approach
- Confirm the financing path before formation, document founder economics and IP, and complete the corporate records as one workstream.
The cheapest formation becomes expensive when the next transaction has to reconstruct what the founders intended.
How the incorporation mandate works
Design
Map founders, ownership, contributions, financing plans and governance constraints.
Document
Prepare the formation and founder documents, cap table and implementation checklist.
Form
Coordinate bank, notary and commercial register, then complete the post-registration records.
Swiss startup incorporation FAQ
Is an AG always better for a startup?
No. An AG often fits institutional financing and a changing shareholder base well, while a GmbH can be appropriate for a closely held company. The choice should reflect the expected ownership and transaction path.
When does the company legally exist?
A Swiss AG or GmbH becomes a legal entity when it is entered in the commercial register. Commitments made before registration need separate attention.
Should founder vesting be agreed before incorporation?
Usually, yes. The commercial outcome should be clear before shares are allocated and the corporate documents are finalised.
Can an online platform handle the incorporation?
A platform can efficiently coordinate a standard notary, bank and commercial-register process. Legal advice becomes valuable when founders need to decide how ownership, vesting, IP, governance or future investment should work.
Related founder decisions
Shareholders’ agreement
Align founder and investor governance, transfers and exit mechanics.
Read the guide →IP ownership
Move founder, employee and contractor IP into a clear company-owned chain.
Read the guide →Note: General information only. Legal form, capital, tax, governance and formation steps depend on the founders, company, canton, assets and intended transactions.
Build the company once, with the next decisions in view
Bring what you have already built, agreed and signed. Fehr Legal will identify what can stay standard, what needs a different solution and the shortest sound path to incorporation.
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