A Swiss share capital deposit account is a special blocked bank account into which the required share capital must be deposited before a Swiss GmbH or AG can be incorporated. Without this account, the company cannot be registered in the Swiss Commercial Register.
For founders unfamiliar with the Swiss incorporation process, this requirement often comes as a surprise: many jurisdictions do not require a blocked capital account before company registration. Understanding how the account works, what it is for, and what happens to the funds is an important part of planning a Swiss incorporation correctly.
How Does a Swiss Share Capital Deposit Account Work?
A Swiss share capital deposit account, also referred to as a capital payment account (Einlagekonto or Kapitaleinzahlungskonto), is a special blocked bank account opened in the name of the company being incorporated. It is used exclusively to receive the share capital contribution before the company is formally registered.
The account is not an ordinary business bank account. The funds deposited into it are blocked and inaccessible to the founders until the company has been successfully entered into the Swiss Commercial Register. Once the company has been registered and the bank receives confirmation from the notary or the Commercial Register, an operational business account can be opened. The blocked share capital is then released and transferred to that account, becoming available for the company’s business activities.
This mechanism exists to protect future creditors and business partners by ensuring that the required share capital is genuinely available at the moment the company comes into legal existence.
Who Opens the Share Capital Deposit Account?
The account is opened in the name of the company in formation (in Gründung or i.G.), not in the name of the individual founders. The founders, or an authorised representative acting on the founder’s behalf, must apply for the capital payment account with a Swiss financial institution and request a capital payment account for a company that does not yet legally exist.
IncoSwiss coordinates this process on behalf of international founders, preparing the required documentation and managing communication with the institution throughout.
How Much Share Capital Must Be Deposited?
The amount required depends on the legal structure chosen:
Structure | Minimum share capital | Amount required before incorporation |
Swiss GmbH | CHF 20’000 | CHF 20’000 (100% must be paid in) |
Swiss AG | CHF 100’000 | CHF 50’000 (minimum 50% must be paid in) |
For a Swiss GmbH, the full CHF 20’000 must be deposited before the company can be incorporated, as required by Art. 777c Para. 1 of the Swiss Code of Obligations.
For a Swiss AG, at least CHF 50’000 of the CHF 100’000 minimum share capital must be paid in before incorporation, as required by Art. 633 of the Swiss Code of Obligations. The remaining share capital can be called in by the board of directors at a later stage.
It is important to understand that the share capital is not a cost or a fee. It is a company asset. Once the incorporation is complete and the funds are released, they belong to the company and can be used for any legitimate business purpose, including paying salaries, rent, service providers or operational expenses.
What Happens After the Share Capital Has Been Deposited?
Once the share capital has been transferred into the blocked account, the bank issues a capital confirmation letter (Einzahlungsbestätigung). This document confirms that the required share capital has been received and is held in the blocked account. It is a mandatory document for the notarial incorporation process. Without it, the notary cannot certify the Articles of Association and the incorporation cannot proceed.
The full sequence from share capital deposit to operational company is as follows:
- Capital payment account opened by the bank
- Share capital transferred by the founder or founders
- Capital confirmation letter issued by the bank
- Notary certifies the Articles of Association and incorporation documents
- Incorporation package filed with the Commercial Register
- Company entered in the Commercial Register and published in the Swiss Official Gazette of Commerce
- Company opens operational bank account
- Blocked share capital released and transferred to the operational account
Share Capital Deposit Account vs Operational Business Account
Share Capital Deposit Account | Operational Business Account | |
When used | Before incorporation | After incorporation |
Status of funds | Blocked | Freely available |
Purpose | Receives and holds share capital | Used for daily business |
Duration | Temporary | Ongoing |
Can Share Capital Be Contributed in Kind Rather Than Cash?
Yes. Swiss law permits share capital to be contributed in kind, known as a contribution in kind or Sacheinlage, rather than in cash. Assets that may be contributed include machinery, vehicles, intellectual property rights, software, receivables, or even an existing business.
Where share capital is contributed in kind, the assets must be independently valued by an auditor, documented and disclosed in the incorporation documents. The process is more complex than a standard cash contribution and increases both the timeline and the incorporation costs.
IncoSwiss expert insight
While contributions in kind are legally possible and can be an effective solution where valuable business assets already exist and are intended to become part of the Swiss company from the outset, most founders choose a cash contribution. The process is faster, simpler and generally less expensive.
A contribution in kind is most commonly considered where a founder wishes to transfer existing assets, such as machinery, vehicles, intellectual property rights, software, receivables, shares, cryptocurrencies or precious metals, into the new Swiss company from the outset, provided those assets satisfy the legal requirements for contributions in kind. IncoSwiss has assisted clients with this structure, and in each case the additional planning and auditor involvement required made an early start essential.
What to Prepare Before Approaching a Bank
The quality of preparation before submitting a capital payment account application has a direct impact on both the processing time and the likelihood of approval. Based on IncoSwiss’s experience working with international founders, the following areas are most worth addressing before any application is submitted:
A clearly defined business purpose. The company’s intended activities should be described specifically and accurately, not in generic terms. The business purpose in the Articles of Association and the description provided to the bank should be consistent and reflect what the company will actually do.
Documented source of funds. Founders should gather documentation demonstrating where the share capital originates, whether from employment income, business profits, an asset sale or other sources. The more clearly this can be evidenced, the smoother the bank’s assessment will be.
A complete and consistent shareholder profile. Identity documents, proof of address, professional background information and, where applicable, documentation of the full beneficial ownership chain should be prepared in advance rather than assembled in response to individual bank requests.
Realistic business projections. Revenue and transaction volume projections for the first one to three years should be prepared and should align logically with the stated business activities and the shareholder’s background.
The right banking partner. Not every bank is suitable for every founder profile. Identifying the most appropriate institution before submitting an application, rather than after a rejection, is one of the most effective ways to avoid unnecessary delays.
IncoSwiss assists international founders with each of these preparation steps as part of its incorporation service, coordinating the capital payment account opening alongside the company registration process.
Planning to Incorporate a Swiss Company?
IncoSwiss supports founders through every stage of the Swiss incorporation process, including share capital account opening assistance, company formation, domiciliation, Swiss resident director services, banking coordination and ongoing compliance.
Contact our team for an initial assessment of your project and requirements.
