Setup
Swiss company formation
Incorporate the operating company in full, with the right form and registrations.
Swiss company formationStartups & VC
in Switzerland.
A startup's first legal decisions outlive its first product. The choice between a GmbH and an AG, where the IP sits, and whether a holding goes in early all shape the next funding round. We incorporate Swiss startups and give founders a structure that a venture investor can underwrite rather than one that has to be unwound at Series A.
At a glance
Incorporation, structure and IP set up so the next round is clean.
Independent since 2007 · IFLR1000-ranked · offices in Zurich and Zug · one partner per file.
- Entity
- GmbH or AG, chosen on plans
- Speed
- Shelf company when time-critical
- IP
- Held where it can be financed
- Books
- Investor-ready from the start
The challenge
What this sector has to get right in Switzerland
The GmbH-versus-AG question is the first fork, and it is not just about minimum capital. An AG offers anonymity of shareholders and the share structure venture investors are used to; a GmbH is cheaper to start but lists its members publicly and can be friction at a financing. Founders building towards institutional capital usually want an AG or a clear path to convert, and deciding this early avoids a restructuring exactly when a round is being negotiated.
Where the intellectual property sits is the second decision that compounds. IP held in the operating company is harder to ring-fence, license or move into a holding later; placing it deliberately (often in a holding or IP company) keeps options open for financing and for international expansion. And the housekeeping that investors check in diligence (a clean cap table, proper books, filings up to date) is cheap to do from day one and painful to reconstruct under deadline.
When timing is tight, a clean shelf company can put a founder in business immediately while the permanent structure is finalised. We set up the entity, the holding and the IP position, and keep the books investor-ready, so the company that goes into a data room is one a fund can say yes to quickly.
What this desk handles
The services this sector uses most
Each links to the service page itself. Most mandates here combine several; one partner co-ordinates them.
Entity
AG formation
The share company most venture investors expect, with shareholder anonymity.
AG formationEntity
GmbH formation
The lower-cost limited-liability form for an earlier-stage or bootstrapped start.
GmbH formationSpeed
Shelf companies
A clean, ready-made company when you need to be operating this week, not next month.
Shelf companiesStructure
Holding company
Put a holding above the operating company to hold shares, IP and future subsidiaries.
Holding companyIP
IP holding company
Hold and license intellectual property where it can be financed and protected.
IP holding companyBooks
Accounting & bookkeeping
Investor-ready books and a clean cap table from the first month.
Accounting & bookkeeping Talk to the desk
Speak to a partner who knows the sector
No intake form to a junior, no call centre. The partner who reads your enquiry is the one who has run this structure before, and the one who will own your file. Outline your situation and you will have a considered reply, with the likely route and the next step, within one business day.
Why Goldblum and Partners
Swiss depth, one accountable partner
The structure a founder picks in week one is the structure a fund underwrites in year two. We set it up so the next round is clean, have been independent since 2007, and have been ranked by IFLR1000 across editions from 2015 to 2026. One partner handles the entity, the holding and the IP so nothing has to be unwound when capital arrives.
FAQ
Frequently asked questions.
01Should a Swiss startup incorporate as a GmbH or an AG?
The AG suits most startups planning to raise, because it gives shareholder anonymity off the public register and the share structure venture investors expect; its capital is CHF 100,000, with at least CHF 50,000 paid in. The GmbH costs CHF 20,000, fully paid, but lists members publicly, which can be friction at a financing round. A GmbH can later convert to an AG under the Merger Act without liquidating, so bootstrapped founders are not locked in.
02How long does it take to incorporate a Swiss startup?
Forming a new AG or GmbH typically takes two to four weeks once the file and capital are ready: drafting the articles, notarising the deed, paying in the capital, and the commercial-register entry. The bank account is usually the variable that decides the real timeline for a foreign founder. If a deadline cannot wait, a ready-made shelf AG already on the register can transfer within days instead.
03When should a startup use a shelf company instead of forming a new one?
Use a shelf company when timing is tight and a two-to-four-week incorporation would miss a deadline, such as a tender or counterparty that needs an entity already trading. A clean, debt-free shelf AG lets a founder be operating immediately while the permanent structure, holding and IP position are finalised in parallel. If there is no deadline pressure, forming a new company built to the founder's own name and purpose is usually the better value.
04Where should a startup place its intellectual property?
IP held inside the operating company is harder to ring-fence, license or move into a holding once the business has customers and contracts attached to it. Placing IP deliberately, often in a holding or a dedicated IP holding company, keeps it protected from operating risk and easier to license, finance or carry into international expansion. Deciding this early avoids restructuring the IP position exactly when a funding round is being negotiated.
05Does the Swiss patent box reduce tax on a startup's IP income?
It can, but only for qualifying patents, not for trademarks or brand IP. The patent box is a cantonal relief, available since the 2020 tax reform, that reduces the tax on income from qualifying patents and comparable rights, subject to the nexus principle tying the relief to the research actually carried out. A startup whose value sits mainly in trademarks will not benefit from it; one with patentable technology structured through an IP holding company can.
06What do venture investors check before a Swiss financing round?
Investors check the housekeeping that shows the company is easy to underwrite: a clean cap table, proper books, and filings kept up to date at the commercial register. This diligence is cheap to keep current from day one and painful to reconstruct under deadline once a term sheet is on the table. Keeping the entity, the holding and the books investor-ready from incorporation is what lets a data room move quickly instead of stalling on cleanup.
07How much capital does a Swiss startup holding company need?
There is no special minimum for a holding above a startup; it takes the ordinary minimum of whichever form sits above the operating company, CHF 100,000 for an AG or CHF 20,000 for a GmbH. The capital is the holding's own equity, not a fee. What matters more than the statutory floor is that the holding is capitalised for the shares, IP and future subsidiaries it is actually going to carry, which is sized at formation, not left generic.
08What bookkeeping does an investor-ready startup need to keep?
A Swiss company must keep books and file annual financial statements under the Code of Obligations, with full double-entry accounts once annual turnover passes CHF 500,000, and records retained for ten years. For a startup, the point is not just compliance: books built with the tax and VAT treatment already in them reconcile cleanly, so the accounts an investor reviews in diligence come straight off the same record used for the tax return, rather than being rebuilt for the round.
09Does a Swiss AG or GmbH need a Swiss resident director?
Yes. A Swiss AG must have at least one person authorised to represent it who is resident in Switzerland, and the same requirement applies to a GmbH's managing officers. A founder based outside Switzerland cannot run the entity without a qualifying resident director or manager in place, whichever entity is chosen. This applies from formation onwards and does not change if the founder later takes on a co-founder or investor based abroad.
10Can a Swiss AG raise capital in stages without a shareholder meeting each round?
Yes, using the capital band (Kapitalband) introduced by the 2023 company-law reform. The articles authorise the board to raise or reduce the capital within a set range, of up to 50 percent, for up to five years, without a fresh shareholder resolution for every round. This is useful for a company that expects several funding rounds, because the increase can be executed by the board when the money arrives rather than reopening the articles and going back to the commercial register each time.
The client's stories
What clients say
Rated 5.0 / 5 from 38 reviews on Google. Read them on Google →
“Perfekter Service! Wir wollten eine AG in der Schweiz übernehmen und hatten kaum Zeit – innerhalb weniger Tage war alles organisiert, inklusive Notar, Handelsregister und Bank.”
“We consulted Goldblum and Partners for structuring our crypto project under Swiss law. Their team was clear about the threshold between non-custodial and financial-intermediary status.”
“Équipe sérieuse. La documentation AML fournie était claire et adaptée à notre activité crypto. Je recommande.”
“Professionisti veri. Conoscono bene la legge svizzera e si sono occupati di ogni aspetto del passaggio azionario.”
Incorporating a startup in Switzerland?
Tell us what you are building and whether you are raising. A partner will recommend the entity, the holding and the IP setup, and reply within one business day.
