The Commercial Registry (“Handelsregister” in German or “Registre du Commerce” in French) provides most of the public information a foreign entity would have to know when doing business with a Swiss company. In act, it’s recommended to verify any Swiss business partner if they are registered with the Commercial Registry. The information provided by the registry are public and easy available for any interested party.
What is the Swiss Commercial Registry?
The Federal and Cantonal Agencies maintain the Swiss Commercial Registry with the role of acting as an official public information tool. It contains basic information on different types of Swiss companies, on their liability, ruling bodies and authorized individuals acting as representatives.
The content of the Swiss Commercial Registry is also published in the Swiss Official Gazette of Commerce, unless the legislation in order or an ordinance provides for partial publication or publication in an abridged form.
The main two functions of the Commercial Registry are the following:
1. To provide public access to information regarding commercial entities in order to protect third parties;
2. To give effect to certain decisions. For example, a GmbH starts to exist as a legal entity only after its registration into the Commercial Registry.
The Commercial Registry is organized on a decentralized basis. This means that each canton is responsible for maintaining it and the Federal Government exercises only an oversight over the registry.
The cantons are also responsible with designating the authorities that must maintain the Commercial Registry as well as a cantonal supervisory authority. The Registrars of the Commercial Registry and the immediate supervisory authorities are personal liable for any type of damages caused by their own fault or by the fault of employees appointed by them, for example in case of recording inaccurate information.
The entries made into the Commercial Registry are available for public as following:
- In the Swiss Official Gazette;
- They are available for any legal entity registered into the Register on request;
Entries made in the Swiss Commercial Registry
The subject matter of the entries depends on the type of legal entity concerned. Depending on the type of company, the notice of registration includes the following information:
- Date of founder’s meeting;
- Corporate name and domicile of the entity;
- The business purpose and duration of the entity;
- Amount of share capital and amount of paid in capital;
- Contributions received in property or shares;
- Type and par value of the shares and transfer action, if it’s the case;
- Special rights granted to founders, if it’s the case;
- Company representations;
- Name, residence and citizenship of company directors and founders;
- Name and domicile of company auditors;
- The manner in which official announcements are made by the legal entity.
The board of directors must apply for the entry in the Swiss Commercial Registry of the individuals empowered to represent the company by submitting a notarized copy of the company resolution entrusting the respective individuals with said power.
Registered companies must update the information entered into the Commercial Registry, which means that they have to inform the authorities about the changes made to any of the said information. If companies neglect this duty, they are liable for sanctions provided by the Swiss Criminal Code.
In conclusion, any third parties interested in consulting the information provided by the Swiss Commercial Registry, including foreign entrepreneurs and legal entities are ensured that the respective information is accurate and updated. This makes it possible to obtain useful background information on Swiss business partners, but is also a way to provide transparency in the case of any type of companies incorporated in Switzerland.