When share capital does not pass through a bank account
When forming or increasing the share capital of a GmbH (Società a garanzia limitata / Swiss limited liability company), members may contribute assets or rights rather than cash. Under Swiss company law, this is known as a Sacheinlage — a contribution in kind — governed by Art. 777c CO with reference to Art. 634 ff. CO.
For entrepreneurs and trust firms, a contribution in kind is not an accounting shortcut: it requires an independent valuation, transparency towards the Commercial Register, possible stamp duty, and entries that correctly reflect the increase in equity. An error in valuation or recording can delay registration, trigger tax disputes, or compromise the statutory audit of the accounts.
This guide covers the full process — from asset valuation to the opening balance sheet — with references updated for 2026 and practical guidance for those using accounting software such as Accountex.
Legal framework: what may be contributed and when a valuation is required
Contributions in kind permitted as share capital in a GmbH include movable assets, real estate, participations, intellectual property rights, and other transferable assets. The contribution must be defined in the articles of association or the capital increase resolution, with a precise description of the asset, its value, and the contributing member.
| Aspect | Rule for the GmbH | Practical consequence |
|---|---|---|
| Legal basis | Art. 777c CO (reference to Art. 634 ff. CO); Art. 781 CO (capital increase) | Rules similar to those for an AG, adapted to membership interests |
| Mandatory valuation | Yes, for every contribution in kind (Art. 635a CO; Art. 652f CO for capital increases) | Gründungsbericht and written confirmation by a licensed auditor |
| Form of the deed | Notarial deed authenticated by a notary | Transfer of ownership concurrent with registration |
| Minimum nominal value per interest | CHF 100 per membership interest | Contributed capital must cover at least CHF 20'000 fully paid in |
| Member liability | Gründerhaftung for unfounded statements (Art. 753 CO via Art. 827 CO) | Personal risk if the declared value proves unfounded or misleading |
| Stamp duty | 1% Emissionsabgabe (Art. 5 and 8 StG); exemption up to CHF 1'000'000 (Art. 6 para. 1 lit. h StG) | Due only above the cumulative threshold; exemptions also for qualifying reorganisations |
| CR registration | Disclosure of the contribution in kind and the licensed auditor | Transparency towards creditors and third parties |
Valuation and appraisal: the core of the transaction
The valuation serves to demonstrate that the value assigned to the contribution corresponds to fair market value at the time of contribution. The licensed auditor — auditor, trustee, or sector specialist — prepares the Gründungsbericht or the capital increase report; the notary attaches the deed and the Commercial Register office verifies the written confirmation required under Art. 635a CO before registration.
Movable assets and equipment
Machinery, company vehicles, qualified inventory, or office furniture are valued at current market value, not at the member's historical cost. For used assets, the valuation documents condition, remaining useful life, and comparison with comparable market prices.
In accounting, the appraised value becomes the initial acquisition cost; any future depreciation is calculated from this basis.
Real estate and property rights
Contributing real estate requires a property valuation, verification of any mortgages, and transfer by entry in the land register. Net market value after mortgages determines the contribution to share capital.
Note: if the property is encumbered by the member's personal mortgage, the company does not automatically assume the debt — a separate transaction and approval by the members' meeting are required.
Participations and going concerns
Contributing interests in another company or a going concern (Einbringung) is among the most complex types of contribution. The valuation assesses net assets, goodwill, hidden liabilities, and operational continuity.
A merger or transformation is often preferable to a simple capital contribution, in order to optimise stamp duty and taxes.
Intellectual property and software
Patents, trademarks, licences, and software code may be contributed, but proving value is demanding. The appraiser analyses expected royalty streams, capitalisable development costs, and market comparables.
Where no liquid market exists, the register may require additional security or guarantees from the contributing member.
Emissionsabgabe on the creation or increase of equity
The federal Emissionsabgabe of 1% (Art. 8 Federal Act on Stamp Duties, StG) applies to the creation or increase of participations in capital companies. For a GmbH formed with a contribution in kind, the tax is not due until the members' aggregate contributions exceed CHF 1'000'000 (Art. 6 para. 1 lit. h StG): formation with nominal capital of CHF 20'000 therefore generally remains exempt.
Relevant exemptions apply in the case of qualifying corporate reorganisations — for example mergers, demergers, or transformations that do not involve a real economic increase in capital. Above the CHF 1'000'000 threshold, the tax is calculated on the amount actually contributed, including any share premium.
Calculation and payment
- •Taxable base: amount actually contributed to the company (including agio), at minimum the nominal value of the interests issued.
- •Rate: 1% on the taxable amount exceeding the cumulative exemption threshold of CHF 1'000'000.
- •Payment: via FTA settlement slip within the prescribed deadlines; the notary or trustee usually handles the procedure.
- •Accounting treatment: stamp duty is a formation or capital increase cost, recorded as an investment expense or exceptional charge depending on company practice.
Equity, membership interests and share premium
The share capital of a GmbH corresponds to the sum of the nominal values of the membership interests. If the appraised value of the contribution exceeds the nominal value of the interests allocated, the difference constitutes share premium (Agio) and is recorded in a separate balance sheet item from nominal capital.
| Balance sheet item | Example: machinery contribution CHF 35'000 | Notes |
|---|---|---|
| Share capital (nominal) | CHF 20'000 (200 interests × CHF 100) | Amount registered with the CR; not reducible except by legal procedure |
| Share premium | CHF 15'000 | Non-distributable reserve without a members' meeting resolution |
| Fixed assets | CHF 35'000 (machinery) | Appraised value = initial acquisition cost |
| Total equity | CHF 35'000 | Nominal capital + agio; basis for equity ratios |
Gründerhaftung (Art. 753 CO, applicable to the GmbH via Art. 827 CO) protects the company, its members, and creditors: anyone participating in formation or a capital increase is liable for damage arising from unfounded or misleading statements about the value of the contribution. Any compensation claims become time-barred after five years from knowledge of the damage and the liable party, in any event within ten years of the transaction (Art. 760 CO).
Compliant accounting: from the opening balance sheet to current entries
Swiss accounting standards (Code of Obligations, EXPERT recommendations, and Swiss GAAP FER) require contributions in kind to be recorded at current market value, consistent with the valuation. Below are typical entries for formation with an equipment contribution:
Opening balance sheet — example
| Account | Debit | Credit |
|---|---|---|
| 1510 Machinery and equipment | 35'000 | — |
| 2800 Share capital | — | 20'000 |
| 2900 Share premium | — | 15'000 |
Ancillary costs (valuation, notary, stamp duty) may be capitalised in the cost of the asset or recorded separately as formation costs, depending on the accounting policy adopted and documented.
Documents to archive
- •Authenticated articles of association or capital increase resolution
- •Valuation report with photographic attachments or land register extracts
- •Proof of transfer of ownership (internal invoice, assignment agreement)
- •Stamp duty receipt and CR registration certificate
- •Updated register of membership interests
Audit review points
- •Consistency between appraised value and balance sheet value
- •Correct classification between nominal capital and agio
- •Depreciation schedule aligned with appraised useful life
- •Any liabilities transferred with the asset properly recognised
- •Notes to the financial statements disclosing contributions in kind
Contributions in kind in a subsequent capital increase
An operating GmbH may receive further contributions in kind through a capital increase. The procedure mirrors formation requirements: members' meeting resolution with a qualified quorum (at least two thirds of the votes represented and an absolute majority of the entire voting share capital, unless the articles provide for a stricter rule; Art. 808b CO), capital increase report and confirmation by a licensed auditor (Art. 652e–652f CO via Art. 781 CO), notarial deed, and registration with the CR.
For existing members, a contribution in kind changes ownership percentages based on the new interests issued. If only one member contributes, the others may exercise their pre-emptive subscription right unless they unanimously waive it. The contribution must be valued fairly to avoid disputes from minority members.
Corporate and personal tax impact
At corporate level, a contribution in kind does not generate taxable income: it increases assets and equity without a cash flow. Profit tax is not immediately due on the transaction.
For an individual member, contributing a private asset in exchange for membership interests may have personal tax consequences — cantonal real estate gains tax, income tax on any profit elements — which should be analysed in advance with a tax adviser. Formation with a contribution at market value does not automatically equate to a taxable gain, but each case warrants review.
Operational checklist for entrepreneurs and trustees
Identify the asset and verify its transferability
Ensure there are no encumbrances, pledges, or third-party rights preventing transfer to the company.
Commission the valuation before the notarial deed
The appraised value must be available when the deed is drafted; subsequent revisions complicate registration.
Define the split between nominal value and share premium
Agree with the notary on the number of interests and any agio already at the articles drafting stage.
Record entries and attachments in Accountex
Set up the chart of accounts, opening balance sheet, and digitally archive the valuation, deed, and stamp duty receipt for a complete audit trail.
Plan depreciation and maintenance
Start the depreciation schedule from the date of CR registration; update the fixed asset register with serial numbers and location.
Common mistakes to avoid
Valuing at historical cost rather than market value
The register and auditors reject values based on purchase invoices from previous years if not supported by a current valuation.
Omitting confirmation by a licensed auditor
Prüfungsbestätigung (Art. 635a CO) is mandatory for every contribution in kind; the CR office will not register the transaction without this documentation.
Confusing a capital contribution with a sale to the company
A sale generates revenue and VAT (where applicable); a capital contribution does not. The legal characterisation of the transaction has different accounting and tax effects.
Overlooking liabilities linked to the contributed asset
Leasing, mortgages, or personal guarantees do not transfer automatically: they must be explicitly addressed to avoid balance sheet imbalances.
Conclusion: transparency of assets as a solid foundation
Contributions in kind allow a GmbH to be formed or strengthened using existing assets rather than liquidity, but they require a rigorous process of valuation, formalisation, and recording. Independent valuation, stamp duty, distinction between nominal capital and share premium, and accounting entries aligned with the appraisal are the pillars of a transaction that will withstand scrutiny from the register, auditors, and creditors.
With complete documentation and accounting software that tracks every step — from the opening balance sheet to future depreciation — entrepreneurs and trustees can turn a complex contribution into solid, verifiable equity, ready to support the company's growth.