Reviewing the corporate structure of a Swiss SRO target? Contact Faisal Khan with the commercial-register extract and seller's capital/substance information.
Minimum Share Capital
The Swiss SME Portal states that an AG requires minimum nominal share capital of CHF 100,000.
At incorporation, at least 20% must be paid in, but in all cases at least CHF 50,000 must be paid.
This means a legally formed AG may show:
CHF 100,000 nominal share capital;
CHF 50,000 paid-in capital;
CHF 50,000 remaining unpaid.
A buyer must understand which situation applies.
Paid Capital Is Not the Same as Cash on Account
Suppose an AG was formed with CHF 100,000 fully paid. After incorporation it spent CHF 40,000 on legal costs, salaries, software, and operating expenses.
The commercial register can still show CHF 100,000 share capital while the bank account contains materially less cash.
Therefore distinguish:
registered nominal capital;
amount historically paid;
current cash;
retained earnings/losses;
shareholder loans;
unpaid share capital.
This prevents misleading purchase-price calculations.
Unpaid Share Capital
If only CHF 50,000 has been paid, the remaining capital can represent a future payment obligation associated with the shares.
An advertisement such as:
Price CHF 250,000 + remaining CHF 50,000 capital
should be understood as a total economic commitment potentially exceeding the headline acquisition price.
The share purchase agreement should clearly state who bears the obligation and how it is reflected in price.
Swiss Resident Representation
A Swiss AG must be represented by at least one person resident in Switzerland.
The shareholder/UBO can be foreign, but the company cannot simply replace every Swiss-resident representative with overseas directors and remain compliant with Swiss corporate representation requirements.
This is important for foreign acquisition groups that intend to manage the business from Dubai, London, Singapore, Canada, or elsewhere.
Board and Management
The buyer should determine:
current board members;
signatory rights;
resident representative;
management delegation;
AML Officer;
authorized bank signers;
whether any nominee/fiduciary relationship exists;
cost of retaining or replacing local personnel.
For regulated businesses, the board should understand the company's AML and financial-market obligations rather than operate as a purely nominal governance layer.
Registered Office and Operational Substance
A legal registered office alone may satisfy one corporate formality, but regulated partners can expect more.
Depending on the business, practical substance can include:
Swiss resident director/representative;
Swiss office or serviced office;
local records;
AML Officer;
accounting;
board activity;
compliance operations;
local management functions;
banking and audit interaction.
The correct substance level depends on the actual business and partner expectations.
A company whose only Swiss connection is a mailbox while all decision-making and compliance occur elsewhere may face questions from banks and counterparties even if a technical corporate requirement has been met.
Accounting and Audit
Swiss AGs have accounting and financial-reporting obligations.
The SME Portal notes that companies exceeding specified size thresholds are subject to ordinary audit, while smaller companies are generally subject to restricted audit and may be able to opt out under applicable conditions where they have fewer than ten full-time-equivalent employees and required shareholder consent.
Separately, an SRO member is subject to AML supervision/audits under the SRO framework. Corporate financial audit and AML supervisory audit are not the same thing.
For transaction diligence, buyer and seller due diligence should cover both financial statements and regulatory audit history.
AML Officer
VQF states that affiliated companies must appoint an AML Officer. For VASP businesses it can expect additional professional experience/training.
The AML Officer can therefore be a meaningful component of annual operating cost and should not be confused with the resident director requirement.
One individual may potentially perform multiple roles only where legally and operationally appropriate; independence, expertise, workload, and conflict issues should be checked.
Shareholder Privacy and Beneficial Ownership
An AG's shareholders are not necessarily all displayed publicly in the commercial register in the same way as partners of a GmbH. However, regulated entities, banks, auditors, and authorities require beneficial-ownership information.
Moreover, Switzerland's new Act on the Transparency of Legal Persons and Identification of Beneficial Owners is scheduled to enter into force on October 1, 2026, introducing a federal beneficial-owner transparency register and related obligations.
A buyer completing around this date should ensure the transition requirements are included in the closing plan.
Corporate Tax and Canton
Corporate taxation varies by canton and municipality. Canton can therefore affect ongoing cost and substance strategy.
However, the canton does not create a separate SRO “license class.” A VQF company can be incorporated outside Zug; VQF's location in Zug is not a territorial license boundary.
Annual Substance Budget
A low-activity company may need to budget for:
resident representation;
AML Officer;
registered office;
accounting;
tax returns;
board administration;
SRO fees;
AML audit;
corporate audit where applicable;
legal/compliance updates;
bank fees.
A live operating business will also need staff, technology, KYC, transaction monitoring, security, customer support, and other operational cost.
For account-heavy models, banking solutions should be budgeted separately.
Related Swiss SRO Guides
Related reading: Swiss SRO costs, buying a Swiss SRO company, and Swiss SRO companies for sale.
Frequently Asked Questions
Does a Swiss AG need CHF 100,000 cash sitting untouched forever?
No. CHF 100,000 is the minimum nominal share capital. Paid funds can be used by the company for legitimate business after incorporation, subject to corporate law and solvency requirements.
Can only CHF 50,000 be paid initially?
Yes, an AG can be formed with at least 20% paid, subject to a minimum of CHF 50,000 overall.
Must the UBO live in Switzerland?
Not solely because the company is an AG. However, at least one person authorized to represent the company must reside in Switzerland.
Is the AML Officer the same as the resident director?
Not necessarily. They are separate functions with separate responsibilities.
Does Zug incorporation give better SRO permissions?
No. SRO supervision operates under federal law. Zug may be commercially attractive for the crypto ecosystem, but it is not a special VASP license class.
Regulatory References
Understand the Entity Behind the SRO Status
The regulated business sits inside a real Swiss company with capital, governance, tax, accounting, and local representation obligations. Those costs and responsibilities transfer with the acquisition.
Contact Faisal Khan to review a Swiss AG/SRO company for sale.