Establishing a company in Switzerland requires an entry in the commercial register. But who has to register in it? What should be considered? And why should you sign up voluntarily?
A company is founded relatively quickly in Switzerland. Entrepreneurs who found a sole proprietorship, a general or a limited partnership can do this relatively easily without even having to be present in Switzerland in person. However, this is not possible for a Swiss corporation or a limited liability company. What these business structures have in common is that the incorporation process is completed only with the entry in the Swiss commercial register.
The public database managed by the cantonal offices contains the most important information about commercially-managed companies and organizations. However, not every company needs to be registered in it. An entry in the Swiss commercial register is required for:
- Sole proprietorships that generate a turnover of more than 100,000 CHF;
- General partnerships;
- Limited partnerships (partnerships or legal associations under a joint company);
- Corporations (AGs);
- Limited liability companies (GmbHs);
- Cooperatives;
- Associations which operate a commercial business;
- Foundations (excluding family and church foundations);
- Company branches of foreign and Swiss companies.
Voluntary entry in the commercial register
Under certain circumstances, registration in the commercial register is recommended even if it is not required by law. There are two main legal reasons for voluntary registration. First, the registered company is subject to bankruptcy. This means that the company founder agrees to pay any debt, because in case of bankruptcy they risk losing everything. This can have a positive effect on the perceived creditworthiness. And secondly: the registered company is the only one that has the right to use the name entered in the commercial register. If a name is already registered in the commercial register it can’t be used by another company because Swiss company names must be unique.
In addition, an extract from the commercial register may be helpful in opening a bank account or a post office box, concluding leasing contracts or simply identifying the company on international trade markets. Not only does a registered company eliminate the need of any additional explanations, but it can also be a clue for the seriousness of a company for partner companies, suppliers, vendors etc.
Requirements for the commercial registry entry
For certain types of legal forms, such as a sole proprietorship, for example, registration is usually easily possible without further documents (supporting documents) if the application contains the following information:
- Company (the chosen company name);
- Registered office and legal domicile;
- Legal form;
- Purpose (description of the activity that will be conducted by the company);
- Owner or founder (enclose the passport or ID copy next to the complete name);
- Authorized persons for representation.
For an AG or a limited liability company, registering the company is a little more complicated. There the commercial registry office demands for further compelling proofs like the company’s statutes, an acceptance statement from an auditor or a public document regarding the company formation act. Also, any resolutions and evidence on the election of directors or the granting of the legal domicile at the place of the company headquarters must be submitted. Further information can be found in the Commercial Register Ordinance.
All entries in the commercial register are managed by the Swiss Confederation. The register is updated daily and can be accessed via the central company index Zefix. However, a company or organization must be registered with the cantonal commercial register office or, depending on the canton, with a district commercial registry office.
The costs of a commercial register entry depend on the chosen legal form. Depending on the complexity and workload of the competent commercial registry, registration takes between 5 and 60 days, but in most cases the registration process shouldn’t take more than 10 days, if all the necessary documentation is sent.
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