How to value a GmbH vs an AG in Switzerland?

The valuation methodology is identical for GmbH and AG, but the legal form affects transferability, buyer pool, and effective multiples. An AG (Aktiengesellschaft) typically commands a 10-20% premium over a comparable GmbH (Gesellschaft mit beschränkter Haftung) due to easier share transfer mechanics. ### Technical Explanation #### Identical Core Valuation Both the Praktikermethode and market multiples apply identically regardless of legal form. A CHF 5M revenue precision manufacturer is valued the same way whether structured as AG or GmbH. The financial fundamentals drive the number. #### Where Legal Form Creates Differences 1. Share Transferability * AG: Bearer shares or registered shares can be transferred by endorsement or entry in the share register. Board approval may be required for registered shares (Vinkulierung) but is straightforward. * GmbH: Transfer requires a notarized deed and approval by a qualified majority (2/3) of shareholders at a general meeting. This friction reduces the buyer pool and introduces deal risk. 2. Buyer Pool Effect PE funds and international buyers strongly prefer AG structures. The GmbH transfer requirement creates legal complexity and cost (notary fees CHF 5,000-15,000). Some institutional buyers will not acquire a GmbH, requiring conversion before closing. 3. Conversion Considerations Converting GmbH → AG before sale (OR Art. 778ff) typically costs CHF 10,000-25,000 in legal/notary fees and takes 4-8 weeks. It's almost always worth the investment if the company is above CHF 2M in enterprise value. 4. Minimum Capital Requirements * AG: CHF 100,000 (50% paid in) * GmbH: CHF 20,000 (fully paid in) The higher AG capital signals institutional quality to buyers.