Overview

The Swiss GmbH (the local equivalent of a limited liability company) is Otonomos' entity of choice for founders who want a Switzerland presence — registered in Zug, the canton with the country's lowest cantonal tax burden and the highest concentration of blockchain foundations, exchanges, and Web3 infrastructure providers anywhere in Switzerland.

Unlike a purely offshore vehicle, a Swiss GmbH buys you genuine substance: a real EU-adjacent jurisdiction, access to Switzerland's private banking tradition, and a "Crypto Valley" address that carries real weight with banks, exchanges, and institutional counterparties. That substance comes with real obligations too — a Swiss-resident director, paid-up capital, and an annual filing cycle — which is why we sell this as two pre-assembled starting points rather than a single one-size-fits-all package.

Use Cases

Tax Status

Switzerland taxes corporate profit at two levels: a flat 8.5% federal rate on profit after tax, plus a cantonal and communal rate that varies by canton. Zug's combined effective rate is one of the lowest in the country, close to 11.9% in 2026. Dividends are subject to a 35% withholding tax (Verrechnungssteuer), refundable in full for Swiss residents and partly or fully for non-residents under an applicable tax treaty. VAT is charged federally at a standard 8.1%. Large multinational groups (global turnover above EUR 750 million) are also subject to a 15% OECD Pillar Two minimum top-up tax — this does not affect standalone entity setups.

For the full annual compliance breakdown, see Switzerland Company Tax and Annual Compliance in 2026.

Legal Requirements

A Swiss GmbH requires a minimum share capital of CHF 20,000, fully paid up before the commercial register will register the entity — the funds sit in a blocked consignment account until registration completes, at which point they become a company asset rather than a sunk cost. We offer this in crypto as a paid-up capital add-on for founders who'd rather not wire fiat.

Every Swiss GmbH also needs at least one manager with signing power who is resident in Switzerland (Art. 814 CO). This is a standing legal requirement, not a one-time filing — which is why our Local Physical Director service exists as an annual add-on for founders incorporating from abroad.

Privacy

Commercial register filings are public and disclose the company's name, registered seat, purpose, share capital, and authorised signatories — but not beneficial owners. From 1 October 2026, Switzerland introduces a new, non-public Swiss Transparency Register recording the natural person(s) who ultimately control 25% or more of a Swiss entity; access is restricted to designated authorities and regulated financial intermediaries, not the general public. Our Nominee Shareholder service remains available for founders who want an additional layer of separation between their name and the public commercial register entry.

Onboarding

Once your package is ordered, you will receive a confirmation email with an invitation link to the Otonomos Dashboard. From there you will complete the company application form, which requests:

• Company Name options
• Purpose of the entity
• Nominee Participants (if applicable)
• Corporate Participants (if applicable)
• Natural Participants
• Ownership distribution
• Corporate participant information (if applicable)

KYC Verification Process

After the company details are submitted, each natural participant receives a KYC invitation via SumSub to upload a certified copy of ID, proof of address, and — depending on package — a source-of-wealth declaration.

Time to incorporate

A Swiss GmbH is notarised in a single session before a notary (in person, or via video-notarisation where the canton allows it), then filed with the Zug commercial register. Typical timelines run 2–4 weeks from notarisation to registration, plus time upfront to deposit the paid-up capital and clear KYC. Confirm current timelines with our team, as capital-account and registry processing times can vary.

Entity Maintenance

Keeping a Swiss GmbH in good standing means:

• Ordinary general meeting within six months of financial year-end (Art. 699 CO), to approve the annual accounts.
• Bookkeeping and annual financial statements, regardless of size (Art. 957 ff. CO).
• Corporate tax return, filed federally and cantonally.
• Audit — a limited audit applies by default; companies with no more than 10 full-time staff can opt out with unanimous shareholder consent.
• Maintaining your Switzerland-resident director at all times — this is the requirement our Local Physical Director service covers on an annual basis.
• From October 2026: reporting beneficial owners to the new Transparency Register, then keeping the filing current as ownership changes.

Renewal Periods

The Local Physical Director and Nominee Shareholder services (where used) renew annually. Registered office and government fees are also renewed on an annual cycle.

Reporting

Beyond the annual accounts and tax return, a Swiss GmbH has no separate "annual return" filing to a companies registry the way BVI or Cayman entities do — the ongoing obligations are the AGM, bookkeeping, tax filing, and (from October 2026) the Transparency Register update.

Shutting down your entity

Switzerland's liquidation process is meaningfully slower than most offshore jurisdictions, and worth planning for rather than discovering midway through. After a shareholder resolution to dissolve, the liquidator publishes a single creditor call in the Swiss Official Gazette of Commerce (simplified from three publications since a 2023 reform) and personally notifies all known creditors. This triggers a mandatory one-year waiting period ("Sperrjahr") — the company cannot be struck from the commercial register until at least 12 months after that publication, to protect creditors. Otonomos can manage the liquidator appointment and filings on your behalf; budget for the calendar time, not just the paperwork.

FAQs