Domicile and contact address of company bodies

When setting up a company in Switzerland, three concepts are often confused: the registered office of the entity, the domicile of the people who make up its bodies, and the contact address at which the company can be reached. These are different things, with different requirements, and the commercial register treats them separately. Clarifying them before incorporation avoids rejection of the registration and later notification problems.

The company’s registered office

Every GmbH or AG has a statutory seat entered in the register: it is the Swiss municipality in which the company is legally located. The seat determines the competent commercial register, the place of jurisdiction and, to a large extent, the cantonal and municipal tax anchor. However, it is not enough to indicate a municipality: at that address the company must have an effective contact address.

This means a physical address where official correspondence — authorities, courts, counterparties — arrives and is collected. A mere abstract reference without a reachable place is not permitted.

A valid contact address: why it matters

Swiss law requires that a company be effectively reachable at its registered office. The contact address serves to guarantee the validity of notifications: if an authority or a creditor cannot reach the company at the registered address, serious problems arise.

The typical consequence of unreachability is the procedure for organisational deficiency: if the company cannot be reached and does not have its bodies in order, the court may be seised and, in extreme cases, order its dissolution. A well-maintained contact address is therefore not a formal detail but a condition for the entity’s survival.

The directors’ domicile

Distinct from the seat is the domicile of the natural persons who hold positions in the bodies. Here the requirement of representation from within comes into play: the company must be able to be represented by at least one person domiciled in Switzerland, whether a member of the board or a director with signing authority. This requirement concerns anchoring on Swiss territory, not nationality: what counts is effective domicile in Switzerland, not the passport.

It is not necessary for all directors to reside in Switzerland. It is necessary that signing capacity be guaranteed by someone domiciled there, so that the company always has a reachable point of contact on Swiss territory.

Domiciliation at a third party’s premises

Many companies — especially in the start-up phase or with partners abroad — do not have their own offices. In these cases they resort to domiciliation: the seat is fixed at the address of a third party who provides the contact address and handles official correspondence.

When the seat is at a third party’s premises, the commercial register requires the indication of the person or entity at whose premises the company is domiciled (the so-called “c/o” mention). It is a relationship that must be formalised and kept active: domiciliation is not just an address on paper, but a service that must work — mail collected, deadlines intercepted, communications forwarded.

Typical mistakes

• Indicating an address where no one collects the mail: the company turns out to be unreachable and risks the organisational-deficiency procedure.
• Thinking that a board member abroad is enough: without a signature domiciled in Switzerland, the registration does not hold.
• Confusing the seat with a personal domicile: they are distinct levels, both to be sorted out.
• Neglecting updates: a move or a change of director must be reflected in the register, otherwise notifications get lost.

In summary

• The seat identifies the municipality and the competent register, but requires an effective contact address.
• The contact address must ensure that the company is genuinely reachable, on pain of notification problems.
• The domicile of at least one person with signing authority must be in Switzerland.
• Domiciliation at a third party’s premises is legitimate, but must be formalised and managed over time.

How we help you

We provide you with a registered office with an effective contact address, handle official correspondence and make sure that your company is always reachable and in order with the commercial register. Domicile your company.