Swiss AG or GmbH for a Crypto Business: Which Entity to Form

The first decision in a Swiss crypto setup

A Swiss crypto setup opens with a corporate-form decision: AG or GmbH. It is a real choice — it sets the capital, a degree of credibility, and how cleanly the entity sits under Swiss financial supervision. But it is a corporate decision, and it does not settle the licensing question that comes after it.

Switzerland regulates crypto through its existing financial-market framework rather than a bespoke crypto statute — the licensing routes are SRO membership or direct FINMA authorisation, covered in Switzerland vs EU MiCA. This article is about the step before that: forming the company itself.

The AG and the GmbH

Switzerland has two main company forms a crypto business uses, both under the Swiss Code of Obligations.

The GmbH — a limited liability company. Minimum share capital is CHF 20,000, fully paid in at registration. It is the pragmatic, lean-budget choice — for a crypto startup with a limited budget, the lower capital makes it the more accessible entity.

The AG (Aktiengesellschaft) — a stock corporation. Minimum share capital is CHF 100,000. At least CHF 50,000 — or 20% of the total, whichever is higher — must be paid into a blocked bank account before the company is registered. The AG carries more credibility in the market and aligns cleanly with FINMA licensing requirements, which is why many crypto firms choose it despite the higher capital.

Feature	GmbH	AG
Minimum share capital	CHF 20,000	CHF 100,000
Paid in before registration	Full amount	At least CHF 50,000 (or 20%, higher of)
Typical fit	Lean-budget setups	Credibility, clean FINMA alignment
Capital deposit	Blocked account	Blocked account

For both, the capital is deposited and documented in a blocked bank account before incorporation — the account is unblocked once the company is registered.

Crypto as capital in kind

A Swiss-specific point worth knowing: capital can be contributed in kind, and that includes crypto-assets. A founder can capitalise the AG or GmbH with crypto rather than fiat.

The discipline that comes with it: the crypto-asset’s value is set at market price at the time of valuation, and the valuation must be documented — pricing evidence from exchange sources, retained as part of the incorporation record. A loose valuation is a problem at incorporation and a worse one if it surfaces in a later regulatory review. Done properly, in-kind crypto contribution is a genuine and legitimate option.

What the company does not settle

As with any jurisdiction, forming the entity is not the same as being authorised. The AG or GmbH is the legal vehicle. Crypto authorisation in Switzerland is a separate question, resolved by the licensing analysis:

• Some business models sit inside the SRO (self-regulatory organisation) route — the lighter path
• Others trigger direct FINMA authorisation — public deposits, certain custody structures, DLT trading venues, banking or fintech parameters

The entity choice and the licensing route are connected — the AG’s structure and credibility tend to fit FINMA-authorised models better — which is exactly why the licensing analysis should come first, and the AG-versus-GmbH decision should follow it.

The EU caveat

One more point that decides some setups before they start: Switzerland is not in the EU. A Swiss AG or GmbH, and any Swiss crypto authorisation, does not passport into the EU single market. A firm whose customer base is in the EU needs a MiCA CASP authorisation in an EU member state — see the crypto licensing pillar guide and the Crypto Jurisdiction Index for the EU options. Switzerland is the right base for non-EU-centred businesses that value the Swiss framework’s certainty and reputation.

Working with counsel on a Swiss setup

The diagnostic for counsel: ask them to run the licensing analysis first — SRO versus FINMA for the specific model — and only then recommend AG or GmbH, with the capital and in-kind-contribution mechanics scoped into one project. Counsel that leads with “form an AG” before analysing the licensing route has the sequence backwards. The firms in our index with Swiss and cross-border experience are listed below.