The creation of a Swiss SA (stock corporation) often raises questions about whether it is possible to establish a company “without capital.” This idea, widely shared on social media and entrepreneurial forums, begs the question: is it grounded in legal reality, or is it simply a myth?
This article provides a clear and accurate overview of the legal framework applicable in 2026, based on Articles 620 et seq. of the Swiss Code of Obligations (CO), unchanged since the 2023 revision.
⚖️ Legal Requirements for Share Capital
Swiss law strictly regulates the minimum capital for an SA in Switzerland, requiring a share capital of CHF 100,000 (Art. 621 para. 1 CO).
This mandatory amount—representing the total nominal value of issued shares—ensures credibility towards third parties and provides a financial safeguard for creditors (Art. 632 CO).
At the time of incorporation of a stock corporation, at least CHF 50,000 must be paid in. This capital contribution for an SA may take the form of:
- cash paid into a Swiss escrow account
- or contributions in kind, assessed by an independent expert (Art. 622 and 629 CO)
❌ Common Myths and Legal Realities
🔸 Myth 1: Contributions in kind mean no cash
False.
Even in the case of full contributions in kind (e.g., software valued at CHF 100,000), at least CHF 50,000 must be effectively deposited to obtain the bank certificate required by the notary (Art. 632 para. 2 CO).
Without this:
- no notarized deed
- no registration in the commercial register
- no legal existence of the company
👉 A Swiss SA without capital is therefore legally impossible.
🔸 Myth 2: The 2023 reform reduced capital requirements
Misleading.
While the reform effective from January 1, 2023 introduced greater flexibility (e.g., capital bands, no-par value shares), it did not change the fundamental requirements:
- CHF 100,000 minimum share capital
- CHF 50,000 paid in at incorporation
💡 Realistic Alternatives to an SA
Depending on the project, alternative legal structures may be more appropriate:
🔹 Swiss LLC (GmbH / Sàrl)
- Minimum capital: CHF 20,000 (fully paid in)
- Flexible and widely used for SMEs and startups
- Common comparison: SA vs LLC in Switzerland
🔹 Sole Proprietorship
- No minimum capital
- No mandatory commercial register entry below CHF 100,000 annual turnover
👉 Choosing the right structure often requires guidance from a Swiss corporate lawyer to align legal, tax, and strategic considerations.
🛠️ Practical Procedure for Incorporating an SA in 2026
The incorporation of a Swiss stock corporation involves the following steps:
- Full subscription of shares (CHF 100,000)
- Minimum payment of CHF 50,000 into a blocked Swiss bank account
- Notarization of articles of association
- Filing with the cantonal commercial register
- Registration and start of operations
💰 Cost of creating an SA in Switzerland:
Approximately CHF 5,000 to CHF 15,000
(notary, commercial register, fiduciary services – excluding share capital)
⚠️ Conclusion: No SA without Capital Exists
As of 2026, the conclusion is unequivocal:
👉 A Swiss SA without capital is a legal myth.
The strict requirements of the Swiss Code of Obligations are designed to protect the economy and creditors. Any attempt to circumvent these rules may result in nullity of the company and potential liability or sanctions (Art. 632 para. 3 CO).
🤝 Need Support for Your Company Formation?
Whether you are considering an SA, an LLC, or another legal structure, professional guidance is essential to ensure compliance and optimize your setup.
👉 Work with a Swiss law firm for tailored articles of association and strategic legal structuring.
👉 Questions about your business structure? Contact us for an initial consultation.