Capital deposit and business bank account for a Swiss company
Every new Swiss SA or Sàrl starts with a bank step: the capital has to be paid into a capital deposit account before the company can be registered. Later, the company needs an ordinary business account to work. If you buy an existing company, the bank question comes back in a different form. This guide explains how the capital deposit works, when the money is released and what to prepare for the bank, without promising what any particular bank will accept.
Why a capital deposit account?
A Swiss company with share capital must show that the capital has really been paid in. For an SA, the minimum share capital is CHF 100,000, of which at least 20% of each share and at least CHF 50,000 in total must be paid in at incorporation (art. 621 and 632 of the Code of Obligations). For a Sàrl, the minimum is CHF 20,000, fully paid in (art. 773 and 777c CO).
When the capital is paid in cash, it goes into a capital deposit account (also called a blocked or escrow account) opened in the name of the company being formed. The bank issues a confirmation of deposit, which the notary needs for the deed of incorporation.
Step by step
- Choose a bank and ask for a capital deposit account for a company in formation.
- Provide the documents the bank asks for: identity of the founders, draft articles of association, information on the future activity and on the source of the funds.
- Pay in the capital from the founders' accounts.
- Receive the deposit confirmation and give it to the notary.
- Sign the deed of incorporation before the notary, who files it with the commercial register.
- Release of the funds: the bank frees the money once it receives a certified extract of the commercial register showing that the company is registered, as the SME portal of the Confederation explains.
After release, the capital belongs to the company and can be used for its business. It is not a fee or a guarantee that you get back: it is the company's starting equity.
Contributions in kind
Capital can also be paid in kind, for example with equipment or shares of another company. This needs a specific procedure with a valuation and a report checked by an auditor, so it takes longer than a cash contribution. Our guide to setting up an SA or a Sàrl covers the formation steps in more detail.
The operating account
Once the company is registered, it needs an ordinary business account for payments, salaries and tax. Often the same bank converts the deposit relationship into an operating account, but it is a separate decision and the bank will apply its own acceptance rules.
Banks in Switzerland must know who they deal with and where the money comes from. Each bank sets its own policy on which activities, countries and structures it accepts, so we cannot tell you in advance what a given bank will decide. In general, be ready to explain:
- who the beneficial owners are and where they live;
- what the company will actually do, with whom, and in which countries;
- where the capital and the first revenues come from;
- who will sign for the company, including the director domiciled in Switzerland.
Clear, consistent documents make the process faster. A fiduciary that knows the bank can help prepare the file.
Buying an existing company: the bank side
When you buy a shelf company or a dormant company, the existing bank account does not simply pass to you with the shares. The bank must learn who the new owners and signatories are and will review the relationship. Some sellers list a company "with bank account": treat this as a starting point, not a guarantee. Ask the seller:
- which bank holds the account and whether it is still active;
- whether the bank has been told about the planned sale;
- what balance the account shows and whether any funds stay in the company.
The legal limits on buying shell companies are explained in our guide to buying a Swiss shelf company.
Issuance stamp duty
Creating shares or quotas triggers the federal issuance stamp duty of 1%, but there is an exemption of CHF 1 million for the creation of a company or a capital increase (Federal Tax Administration). For most small companies, no stamp duty is due at incorporation.
Get help with the bank file
On DealPME you can describe your project once: formation, capital deposit, operating account, fiduciary. The request goes to up to three Swiss providers that match it, and they contact you directly.
This guide is general information. Banks decide independently whether to open an account, and the information here does not replace legal, tax or banking advice.