Company registration in Switzerland is completed through the local offices of the Trade Register. However, this institution also has other functions that are explained below by our lawyers.
Our law firm in Switzerland can assist with the registration of companies, as well as with other actions that must be carried out through the Trade Registrar.
| Quick Facts | |
|---|---|
| Representation in the relationship with the Trade Register (YES/NO) | Yes, clients can count on our Swiss lawyers for representation with this institution. |
|
Main function of the Registrar |
The main role of the Swiss Commercial Register is business registration. |
|
Business registration steps through the Commercial Register |
– commercial name reservation, – documents preparation and filing, – paperwork verification, – Registration Certificate release. |
| Documents required for registration |
– application form, – Articles of Association (for corporate entities), – details of the shareholders and directors, – proof of legal address, – share capital deposit certificate. |
| Possibility to verify business name before registration (YES/NO) |
Yes, this is another function of the Register. |
| Company due diligence checks |
Company checks are available with the Swiss Companies Register. |
| Information about companies available with the Register |
– trading names, – company registration numbers, – legal form, – registered address, – tax identification code. |
| Documents issuance |
The Registrar can issue Certificates of Good Standing, Extracts, Bankruptcy reports, Annual Financial reports, etc. |
| Requirements to file annual financial statements with the Swiss Trade Registry (YES/NO) |
Yes. |
| Requirement to update alterations with the Registrar (YES/NO) | Yes, all alterations must be notified to the Registrar. |
| Updated information to be recorded |
– share capital modifications, – changes in the shareholding and management strcuture, – registered address updates. |
| Requirement to register company dissolutions with the Register (YES/NO) |
Yes. |
| Other legal entities that must be registered with the Companies House |
– sole proprietorships, – partnerships, – branches of foreign companies, – associations, – cooperatives. |
| Availability of cantonal Swiss Registrars (YES/NO) |
Yes, each canton has its own Register. |
| Ultimate Beneficial Ownership Register function (YES/NO) | Yes, the Register also functions as a UBO register. |
Table of Contents
How to complete the business registration process in Switzerland
If you want to register a company in Switzerland, you need to go through the Companies Register. Specifically applicable to this country is its division into cantons and the existence of local offices of the Trade Register in each of them. As such, business registration will be completed with such an office.
Here is what Swiss company registration from this point of view entails:
- you must draft the necessary documents for incorporation and then file them with the appropriate office;
- the papers will be verified by Trade Register receivers;
- if they are complete, you will be issued with the Certificate of Registration of your business.
If you do not know which office to address, our Swiss lawyers can help you.
Documents to file with the Swiss Trade Register
With respect to the documents you need to prepare for business registration, they depend on the legal form you will use for your business, specifically:
- a dedicated application form for a sole trader;
- a partnership deed for any type of partnership;
- the Articles of Association for limited liability companies.
Apart from these, you must also submit proof of a Swiss legal address, personal information about the owner, and directors of the enterprise (in the case of corporate structure), details about the activities to carry out, among others. Our lawyers in Switzerland can help you prepare the papers in accordance with the chosen business form.
Other functions of the Companies Register in Switzerland
As mentioned earlier, the Trade Register is also in charge of other matters, among which the most important are:
- approving company name reservation;
- enabling third parties to search for company details;
- issuing various documents to companies;
- registering changes brought to existing businesses;
- recording insolvency and dissolution in the files of companies.
If you are a business owner, here are the documents you can obtain from the Swiss Trade Register for your company:
- company registration extracts you can use to set up a branch or subsidiary in another country;
- business credit reports, if you want to apply for a commercial loan;
- Certificates of Good Standing that are often requested by other institutions;
- history of changes, in case any amendments have been recorded.
The Register also keeps statistical information about companies and publishes announcements in the Official Gazette.
Amending company documents
As seen above, all the changes made to a business can be found with the Trade Register, which can issue a history related to them. This means that all of the following alterations must be notified to the Registrar as soon as possible or within an established time:
- modifications in the shareholding structure of a business/change of a business owner;
- director replacements;
- legal address changes;
- increases or decreases in the share capital of a company.
For each of these, specific documents must be created and submitted. Our Swiss lawyers can assist in this procedure.
How many offices does the Swiss Trade Register have?
Here are some interesting facts about this institution:
- there is a total of 28 registrars operating at a national level;
- the canton of Valais has 3 offices;
- each of the 25 remaining cantons has one register.
For support in company registration in Switzerland, please contact us.