A capital increase is the mechanism a Swiss company uses to issue new shares — and it is how a financing round is implemented in practice. By creating new shares (and selling them above their nominal value), a company raises funds while expanding its share capital. Whether you run a GmbH or an AG, the process follows the same core steps: a notarised general assembly resolution, a blocked bank account, and a commercial register entry.
TL;DR
- Share capital = nominal value per share × number of shares
- To increase share capital, a company issues new shares
- New shares allow the company to raise funds
- A capital increase is how a financing round is implemented
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Share capital 101
A GmbH/Sàrl has a minimum share capital of CHF 20’000. An AG/SA has a minimum share capital of CHF 100’000 (partially paid-in possible). For a deeper comparison, see our guide on incorporating an AG vs a GmbH in Switzerland.
Share capital is divided into shares, each with a nominal value. The sum of all nominal values equals the total share capital.
- Company has 10’000’000 shares
- Nominal value per share: CHF 0.01
- Total share capital: CHF 100’000
Share capital can increase over time as the company grows.
How can I increase my share capital?
A company increases its share capital by issuing new shares to existing or new shareholders.
- Company issues 1’000’000 new shares
- Total shares after issuance: 11’000’000
- Nominal value per share: CHF 0.01
- Total share capital: CHF 110’000
Why increase share capital?
Increasing share capital allows the company to raise funds by selling new shares above their nominal value.
The difference between nominal value and purchase price is called aggio (known internationally as share premium). It reflects the company’s valuation — see our primer on pre-money and post-money valuation for how this connects to a financing round.
- 1’000’000 new shares sold at CHF 0.10
- Total raised: CHF 1’000’000
- Increase in share capital: CHF 100’000
How does a capital increase work in Switzerland?
A capital increase is the mechanism used to implement a financing round. The same five steps apply whether you run a GmbH or an AG. If you are converting your company along the way, see our guide on converting a GmbH into an AG, where a capital increase is the first step.
The 5-step process
- Investors agree to invest at a defined valuation in exchange for shares.
- Funds are transferred to a blocked bank account.
- The general assembly approves the capital increase (notarised).
- The change is registered in the commercial register.
- Funds are released to the company.
Need help executing a capital increase? See how LEXR’s financing-round legal team takes care of the full process — our notary can execute the general assembly remotely.
FAQs
What is a capital increase?
A capital increase is the mechanism a company uses to issue new shares. It allows the company to raise funds and is how a financing round is implemented in practice.
What is the minimum share capital for a Swiss GmbH and AG?
A GmbH/Sàrl has a minimum share capital of CHF 20,000. An AG/SA has a minimum share capital of CHF 100,000, with partial paying-in possible.
How is share capital structured?
Share capital is divided into shares, each with a nominal value. The sum of all nominal values equals the total share capital. For example, 10,000,000 shares at CHF 0.01 nominal value equals CHF 100,000 of share capital.
What is aggio?
Aggio is the difference between a share’s nominal value and its purchase price. It reflects the company’s valuation and is what allows a company to raise more money than the nominal increase in share capital.
How does a capital increase work step-by-step?
Investors agree to invest at a defined valuation in exchange for shares. Funds are transferred to a blocked bank account. The general assembly approves the capital increase (notarised). The change is registered in the commercial register, and funds are then released to the company.
How is a capital increase related to a financing round?
A capital increase is how a financing round is implemented. The investors agree to invest at a defined valuation, and the new shares created in the capital increase are the shares investors receive in exchange for their funds.
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