Vectra Advisors are your first choice for converting a limited liability company into a stock corporation in Switzerland. Our LAWYERS+ provide you with straightforward and pragmatic support for every issue. Contact us to get started!
Are you planning to convert your GmbH into an AG?
By converting your GmbH into a stock corporation (“converting a GmbH into an AG”), you increase your reputation on the capital market, expand the circle of shareholders through tradable shares, facilitate future capital increases and simplify the succession and participation structure—without having to establish a new company.
Brief explanation: What is the conversion of a GmbH into an AG?
The conversion of a GmbH pursuant to Art. 58 ff. Merger Act (FusG) is a legally regulated change of form in which all assets and liabilities of your GmbH are converted and transferred in their entirety to the new stock corporation. A conversion plan and a conversion report are drawn up, the share capital must be increased (CHF 100,000, of which at least CHF 50,000 must be paid in), public certification takes place before a notary and entry in the commercial register completes the process. Existing shareholders receive share or membership rights in the AG.
What you can expect:
Comprehensive advice
During a kick-off call, we explain the most important points of the conversion from a limited liability company (GmbH) to a stock corporation (AG) and discuss your goals and schedule. Throughout the conversion process, we answer your questions about the choice of legal form, clarify possible disadvantages, provide support with the capital structure and ensure that all steps are carried out correctly and efficiently.
Legally compliant documents
We prepare all documents, including conversion plan, report, articles of association, AGM minutes, and registrations.
Individual support
We guide you step by step through the entire process: preparation of documents, payment of share capital, notarization and complete registration with the commercial register until publication.
Transparent pricing
A fixed price of
CHF 2’500
(plus VAT, exclusive of notary and registration fees)
CHF 2’500
(plus VAT, exclusive of notary and registration fees)
How long does it take?
Who is it for?
What is achieved?
How can Vectra Advisors help?
Your contact for this topic:
Book a free, non-binding introductory call with us:
FAQ: Frequently asked questions about converting a GmbH into an AG
In order to convert a limited liability company (GmbH) into a stock corporation (AG), various requirements for the conversion must be met. These include a balance sheet that is no more than six months old and proof that the company has the legally required funds. In addition, the capital requirements for the AG must be met – the share capital of the AG must be at least CHF 100,000, and the minimum capital of an AG is CHF 50,000, which must be paid in directly.
The conversion of a GmbH is carried out by means of a formal change of the legal form. First of all, it must be ensured that the requirements for the conversion are met. This requires, among other things:
– thorough preparation for the conversion,
– a written resolution on the conversion by the shareholders of a GmbH,
– the preparation of a conversion report explaining and justifying the purpose and consequences,
– and entry in the commercial register, whereby the AG is created and the GmbH converted.
Once the stock corporation is registered, the conversion process is complete.
The AG offers many advantages, including a higher reputation than a GmbH and, in contrast to the GmbH, easier participation through the issuance of shares and more flexible succession solutions. In addition, with proper planning, share and membership rights are preserved. The possibility of converting freely usable equity into shares is also a strategic advantage. In the case of a GmbH, the shareholders must be entered in the commercial register, which is not the case for shareholders of an AG. This is a decisive advantage when it comes to carrying out a financing round.
If the GmbH has to increase its capital for the conversion into a stock corporation, a capital increase is carried out first. Often, freely usable equity capital must be converted into share capital. Important: The timing of the conversion must be coordinated with a current balance sheet (not older than 6 months).
Depending on the complexity, the costs amount to several thousand Swiss francs. In addition to consulting fees, there are additional costs associated with the notary, the commercial register, the audit and the notarization. Our services offer a transparent checklist so that you can carry out the conversion formally correctly and efficiently – without any unpleasant surprises.
