Swiss Trade Registry

Updated on Wednesday 06th November 2019

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Switzerland attracts many foreign investors that want to set up companies due to its foreign investments policies. The first step to open a Swiss company is to register the business with the competent authorities, represented in Switzerland are by the Commercial Register (Handelsregister / HR in German, Registre du Commerce in French).

Organization and functions of the Swiss Commercial Registry

The Commercial Registry was enabled according to the Swiss Code of Obligations and contains data about the structure of companies, their shareholding structure, representatives and liabilities. All information registered with the Swiss Trade Register must be published in the Official Gazette of Commerce, unless the law allows partial publications.

The Commercial Registry in Switzerland is an official information channel that contains data about registered companies but it is also the main tool companies must register with. The Swiss Commercial Register is divided into federal and cantonal agencies. The cantonal trade registers must keep and update the entries under the supervision of the federal government. Each canton will appoint an authority that will be in charge of maintaining the registry and a supervisor.

The core functions of the Swiss Trade Registry are to grant public access to information about companies and to register newly formed companies. The Trade Register in Switzerland will also issue updated certificates at the request of companies registered with it. The Federal Office of Justice keeps all the data registered by the cantonal authorities in a program named Zefix.

Entries into the Swiss Trade Registry

The types of companies that are registered with the Trade Registry in Switzerland are:

the sole proprietorships (Einzelunternehmen);
the general and limited partnerships (Kollektvigesellschaften, respectively Kommandigesellschaften);
public limited companies or Swiss stock corporations (Aktiengesellschaften);
limited liabilities companies (Gesellschaften mit beschränkter Haftung, GmbH);
corporations with unlimited partners (Kommanditaktiengesellschaften);
branch offices ;
cooperatives, foundations and associattions;
investments companies with variable or fixed capital(SICAV and SICAF).

The database with these types of Swiss companies contains information about:

the date of the shareholders’ annual meeting (if it is the case);
the name and registered office of the company;
the business activities of the company;
the share capital of the company (if it is the case);
the contribution made in cash or kind (if it is the case);
the types of shares and their par value (if it is the case);
names, citizenship and residence of the shareholders and directors of the company;
auditors’ names and residence.

Incorporation procedure with the Swiss Trade Register

The first step for company incorporation in Switzerland is to choose a name for the company and submit it with the federal Register of Commerce. Upon the approval of the company’s name, the following documents must be submitted with the cantonal Trade Register where the company will be incorporated:

the Articles of Association of the company duly notarized;
the statute of the company that contains the business activities, registered office, the capital, the shareholders and directors names;
a certificate issued by the Swiss bank that the share capital has been deposited;
approval of the directors of the company by which they consent to their nomination;
an application form issued by the Swiss Commercial Register with the documentation and a notarized signature of the representative of the company.

If you want to start a business and need details about the incorporation process you can contact our Swiss law firm.