Zug is one of the most popular places in Switzerland to incorporate a company, and for good reason: a business-friendly administration, a comparatively moderate tax burden, short distances and an international business community. For a SaaS founder, the most common legal form is the GmbH, the Swiss limited liability company. This guide walks through how incorporation works in practice and what matters specifically for software businesses. We founded Innopulse Consulting GmbH in Zug ourselves in 2024, so the steps below describe a path we have walked. It is not legal or tax advice; for your specific situation, involve a fiduciary or lawyer.
GmbH or AG?
Both the GmbH and the AG limit liability to the company's assets. The GmbH requires less share capital and suits most early-stage SaaS companies run by a small number of founders. The AG requires more capital, keeps shareholders less visible in the commercial register and is often preferred once larger investment rounds are planned. Converting a GmbH into an AG later is possible, so the choice does not have to anticipate every future scenario.
Share capital
A GmbH needs a minimum share capital of CHF 20,000, fully paid in at incorporation. For cash contributions, the amount is deposited into a capital deposit account at a Swiss bank, which issues a confirmation used at the notary. Contributions in kind, such as software or IP brought into the company, are possible but require additional documentation and valuation, and are worth discussing with an advisor beforehand.
The steps to incorporation
- Check the company name in the central commercial register index (Zefix) for availability and distinctiveness.
- Draft the articles of association: purpose, registered office, capital, and rules on shareholder decisions.
- Open a capital deposit account and pay in the share capital.
- Sign the incorporation deed before a notary.
- File the registration with the commercial register of the Canton of Zug; after entry, the company is published in the Swiss Official Gazette of Commerce.
- Once registered, the capital is released and the company can operate under its name.
In practice, the timeline depends mostly on the bank and on how quickly documents are finalised. Fiduciaries and notaries in Zug handle incorporations routinely and can guide you through the sequence.
The Swiss-resident signatory rule
A GmbH must be represented by at least one person domiciled in Switzerland who has authority to sign on behalf of the company. Foreign founders without Swiss residence therefore need a managing director or authorised signatory who lives in Switzerland. This person carries real responsibility, so the arrangement should be chosen carefully rather than treated as a formality.
A real office address
The company needs a registered office in the canton. Domicile services offer an address, but for an operating business a genuine office or a clear arrangement for receiving mail and meeting obligations is advisable. Banks and authorities increasingly look at whether a company actually operates where it is registered.
VAT and registrations after incorporation
Companies with worldwide turnover of at least CHF 100,000 from taxable supplies must register for Swiss VAT. For SaaS businesses selling abroad, the place of supply rules matter: services to business customers abroad are generally not subject to Swiss VAT, while the customer's country may apply its own rules — for consumers in the EU, the provider may need to handle EU VAT. Social insurance registration is required as soon as the company pays salaries, including to the founders.
What matters specifically for SaaS
- Intellectual property: make sure code, brand and domains created before incorporation are transferred to the company in writing, especially if co-founders or freelancers contributed.
- Trademarks: registering the product name with the Swiss Federal Institute of Intellectual Property protects it in Switzerland; international protection can follow via the Madrid system.
- Data protection: decide early where customer data is hosted; Swiss or EU data residency is an argument in B2B sales.
- Banking and payments: payment providers for subscriptions need the company to be registered and verified, so plan for some lead time.
- Terms and privacy policy: a SaaS product needs terms of service, a privacy policy and, for business customers, a data processing agreement.
Common mistakes
The most frequent mistakes we see are underestimating the time banks need to open accounts, leaving IP with the founders personally, choosing a name that collides with an existing trademark, and postponing VAT and social insurance questions until the first invoice or salary. All of them are avoidable with a short checklist and an early conversation with a fiduciary.
How we can help
Innopulse is based in Zug and builds SaaS products for the DACH market. We do not provide legal or tax advice, but we help founders with the technical and operational side of launching a SaaS company here — stack, data residency, billing, data protection documentation — and can point you to experienced local fiduciaries and lawyers for incorporation itself.