What is a Share Capital Account?
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Key Takeaways:
A share capital account, also called a capital payment account, is a temporary account that holds paid-in share capital while a Swiss company is being incorporated.
Minimum share capital is CHF 20,000 for a GmbH, paid in full at formation, and CHF 100,000 for an AG, with at least CHF 50,000 paid in at incorporation.
The institution holding the deposit issues a capital payment confirmation, which the notary and the commercial register require before registration can be completed.
The account is used for new GmbH and AG formations and for capital increases of existing companies.
A share capital account, also referred to as a capital payment account, is a temporary account used to deposit and evidence the paid-in share capital required to incorporate a company in Switzerland. The institution holding the deposit issues a capital payment confirmation, which is submitted to the notary and the commercial register as part of the formation process.
The account is opened when incorporation begins and holds the share capital until the company is entered in the register. It serves one defined purpose for a defined period.
Share capital explained
Share capital is the amount contributed to a company by its shareholders in exchange for shares. In Swiss company formation, the figure that matters is the paid-in share capital, meaning the portion transferred to the company at the point of formation.Swiss law sets a minimum amount for each legal form. Until that capital has been paid in and evidenced, registration cannot be completed.
Why company formation in Switzerland requires a capital payment account
Entry in the Swiss commercial register depends on evidence that the required share capital has been paid in. That evidence takes the form of a capital payment confirmation issued by the institution holding the funds.At the point the capital is paid in, the company is not yet entered in the register. The capital payment account holds the funds during that interval and produces the confirmation the register requires.
Minimum share capital for a GmbH and an AG
The minimum differs by legal form.GmbH, limited liability company
CHF 20,000 is the minimum share capital. The full amount is paid in when the company is founded.AG, public limited company
CHF 100,000 is the minimum share capital. At least CHF 50,000 is paid in at incorporation.How a share capital account works
The process runs in three stages.1. Account opening
The account is opened at the point the incorporation process begins, in parallel with the preparation of the formation documents.2. Capital deposit
The shareholders pay in the share capital. The amount required depends on the legal form and on the capital stated in the articles of association.3. Capital payment confirmation
Once the capital has been received, the institution holding the deposit issues a capital payment confirmation. That document is provided to the notary and forms part of the file submitted to the commercial register.What the capital payment confirmation contains
The confirmation evidences that the stated share capital has been received and is held for the company being formed. It is issued in digital or paper form, depending on what the notary and the cantonal register office require.Registration cannot proceed without it, which places the confirmation on the critical path of the formation timeline.
When a capital payment account is used
Two situations call for one:- Formation of a new GmbH or AG, where the initial share capital is paid in before registration.
- An increase in the share capital of an existing company, where the additional capital is paid in and evidenced before the increase is registered.
In both cases, the account is temporary and tied to the transaction being registered.
Share Capital Accounts at Bivial
Bivial provides Share Capital Accounts for companies being incorporated in Switzerland.Account opening is completed online at the point the incorporation process begins. Share capital is paid in with account status visible throughout the deposit period. The capital payment confirmation is issued digitally or on paper for submission to the notary and the commercial register. Account opening, deposit tracking, and confirmation are handled in one dashboard.
Shareholders resident outside Switzerland are supported, subject to onboarding and verification.