If you decide to establish a business relationship with a Swiss company, you need to find out more about the respective company in order to determine whether to act with caution or whether it is a trusted business partner.
In this sense, the simplest and most commonly used way to find basic information about a company is to do a company search in Switzerland, obtaining information from the Swiss Commercial Registry. This is a necessary step, especially for corporate due diligence activities. Due diligence activities ensure the safety of transaction processes, by having an overview of the financial performance of a company, its history, persons or legal entities that are involved and provide the starting point for financial risk assessment.
The Swiss Commercial Registry
According to the Swiss Code of Obligations, the Commercial Registry contains information about the business structure of a company, its shareholders, representatives and liabilities. All companies registered in Switzerland must also be included into the Commercial Registry. The information registered must be published in the Official Gazette of Commerce, unless partial publication is allowed under certain laws.
The Swiss Commercial Registry acts as an official information source, because it contains data about the registered companies, but it is also the main tool used during the Swiss company formation process. The register is divided into agencies that function on federal and cantonal level. Cantonal agencies must record and update entries into the registry under the supervision of the federal government. Each Swiss canton must appoint an authority to be in charge of the registry maintenance and a supervisor.
The main function of the Commercial Registry is to provide access to public information about Swiss companies and to register newly formed companies in Switzerland. When a company is registered with the Commercial Registry it has the right to request certificates that provide registration proof. All the data registered by the cantonal agencies is collected and supervised by the Federal Office of Justice.
Companies registered into the Swiss Commercial Registry
Companies that are obliged to register with the Swiss Commercial Registry are the following:
- Sole proprietorships;
- General and limited partnerships;
- Public Limited Companies (AGs);
- Limited Liability Companies (GmbHs);
- Corporations with an unlimited number of partners;
- Company branches;
- Associations, cooperatives and foundations;
- Investment companies with fixed or variable capital.
The data base of the Commercial Register contains information about the name and registered office of the company, the date of the annual shareholder’s meeting (under certain provisions), the business activity of the company, the share capital (in some cases), the contributions made by founders in cash or kind (in some cases), types of shares and their value (in some cases), name an residence of the shareholders and directors of the company and the name and residence of the company auditor.
Extracts from the Swiss Commercial Registry
Company search in Switzerland is performed by requesting extracts from the Swiss Commercial Registry. The extracts contain official and detailed information about the respective company such as the full name and registered office of the company, date of the company’s incorporation in Switzerland, contact information, the names of the shareholders and directors and their identification information and the areas of business activities of the company.
It is important to note that there are two types of extract available: a usual Commercial Registry extract and official copies of the registration documents. Copies of the registration documents are usually requested only in court proceedings.
Extracts can also be requested in situations in which a company is requested to provide official registry documents.
Why is company search in Switzerland important?
Before starting a business venture with a company or even if you are just looking for employment in Switzerland, it is highly recommended to do some research on the company you are interested in. The basic information available publicly provides enough data so that you know if you are dealing with a reliable business partner or not.
First of all, if you find out the name of the company’s director, you can simply look into their business background; see in what other projects they were involved and how much experience they have in conducting a business.
It is also good to know when the company is incorporated in Switzerland. Are you dealing with a newly-formed company that has not been active for long on the Swiss market or is it a company that has already established a name for itself in its industry? Especially if you want to invest into a company, this is an important clue.
Other information such as the areas of activity of a company or the name of the shareholders can also help you create an overview about the type of business strategy the company uses and the interests of the shareholders involved.
Overall, performing a company search in Switzerland is the most common and easiest way to find out official information about a certain company or partnerships that you are interested in doing business with.