Guide to changes in the Registry of commerce in Switzerland

If you operate a business in Switzerland, it is crucial to be well-informed about the procedures and regulations concerning modifications to the Registry of commerce. Whether the alteration pertains to personal data of individuals registered with the Registry of commerce or information related to your business activities, notifying the Registry of Commerce is of utmost importance.

The Registry of commerce plays a pivotal role in the Swiss economy, serving as a vital source of information about businesses operating within the country. Whether you manage a large corporation or operate as a self-employed professional, this article serves as a comprehensive resource, guiding you through the necessary procedures for updating your company’s information within the Registry of commerce.

Businesses may undergo changes for various reasons, some of the most common being alterations in business structure, name, address, legal representatives, or business activities. Ensuring the prompt reporting of any such changes to the Registry of commerce is essential to maintain the accuracy and transparency of vital information.

Types of Modifications

There are various types of modifications concerning companies. The primary distinction that is typically made is between changes that entail amendments to the company’s Articles of association (requiring a public deed prepared by a notary) and those that do not require a public deed.

To understand when the involvement of a notary is necessary, it is essential to refer to Art. 647 of the Swiss Code of Obligations (for Ltd.) / Art. 780 of the Swiss Code of Obligations (for LLC):

“Any resolution of the general assembly (or shareholders’ meeting if it concerns an LLC) and/or the board of directors (or management if it concerns an LLC) concerning an amendment of the Articles of association must be formalized through a public deed and entered in the Registry of commerce.”

Consequently, any corporate alteration that necessitates an amendment to the Articles of association mandates the preparation of a public deed by a notary public. Changes requiring an amendment to the company’s Articles of association include:

• Modification of the Article of association

• Change of the company name

• Adjustment to the company’s purpose

• Relocation of the company’s registered office

Apart from mutations that involve amendments to the Articles of association, liquidation, and the appointment of a new authorized signatory (who must have their signature notarized before submitting it to the Registry of commerce) also necessitate the presence of a notary. It’s important to note that company changes requiring the involvement of a notary public are generally more complex within the mutation process.

Reporting company changes to the Registry of commerce is crucial, as failing to do so can have varying consequences depending on the canton in Switzerland. However, in general, neglecting to report significant changes to the Registry of commerce can lead to administrative penalties and legal repercussions.

Conclusion

Maintaining up-to-date information in the Registry of commerce is an essential obligation for all businesses operating in Switzerland. Neglecting this responsibility could lead to penalties and administrative complications. Ensure that you are well-informed about the procedures and take prompt action in the event of any changes within your company. Transparency and accuracy of information in the Registry of commerce are vital for fostering a robust and dynamic business environment in Switzerland.

About Hoop

At Hoop, we firmly believe that company incorporation and updates to the Registry of commerce should be straightforward, swift, and accessible to everyone. Simplify the process of registering changes with the Registry of commerce through our 100% digital platform!

This blog article does not constitute legal advice, it is made available “as is” and makes no claim to completeness or accuracy. Hoop makes no warranty or liability as to its content. This is excluded to the extent permitted by law. Use is at your own risk. Legal advice is recommended if necessary.