Registration in the commercial register: step by step

Registration in the commercial register is the moment a Swiss company comes into legal existence. Before registration a GmbH or an AG does not exist as a legal entity; afterwards they acquire legal personality, can enter into obligations in their own name and protect their members with limited liability. Let’s look at the whole path, in the order in which it must be tackled.

1. Before registration: the basics

Registration is the last link in a chain. Beforehand you need:

• a chosen legal form (usually GmbH or AG) and the split among members or shareholders;
• a company name verified as available on Zefix, the central index of company names;
• a registered office in a Swiss municipality, with a valid address for service;
• a defined corporate purpose.

Without these elements you cannot even draft the articles of association.

2. Articles of association and capital deposit account

The articles of association are the company’s founding instrument: they contain the company name, registered office, purpose, amount of capital, quotas or shares and rules on the governing bodies.

In parallel you open a capital deposit account with a Swiss bank, in the name of the company in formation. The members pay in the capital:

• GmbH: CHF 20,000, fully paid in;
• AG: minimum capital CHF 100,000, of which at least CHF 50,000 (or 20%) paid up.

The bank issues a deposit confirmation. The capital remains blocked until registration.

3. The founding deed before the notary

Incorporation requires a public deed before a notary. In the deed the founders declare that they are forming the company, adopt the articles of association and appoint the governing bodies (managing officers or board of directors, and any auditor).

The notary verifies the identity of the founders, the bank confirmation and, if the capital is paid up with contributions in kind, the related documentation (contribution agreement, report, auditor’s verification confirmation).

4. Filing the application with the register

The registration application must be filed with the commercial register office of the canton of the registered office. The file usually includes:

• the founding deed and the articles of association;
• the deposit confirmation for the capital;
• the declarations of acceptance of office by the governing bodies;
• the Stampa declaration (confirmation that there are no contributions in kind or asset acquisitions other than those declared);
• the auditor’s declaration, if any, or the waiver (opting-out).

The application must be signed by the authorised persons, with authenticated signatures.

5. Examination and registration

The register office examines the application from a formal and legal standpoint. If the documentation is complete and consistent, it proceeds with the registration. The company is published in the Swiss Official Gazette of Commerce (SOGC) and becomes searchable on Zefix.

With registration:

• the company acquires legal personality;
• the deposited capital is released and becomes operational;
• the registered signature powers become enforceable against third parties.

6. Timeframes and possible hitches

Timeframes depend on the canton and the completeness of the file. With documents in order, registration usually takes place within a few working days of filing. Typical delays arise from:

• contributions in kind not correctly documented;
• a company name that is unavailable or conflicts with prior trademarks;
• the absence of a person with signature authority resident in Switzerland, a mandatory organisational requirement;
• unauthenticated signatures or missing acceptances of office.

Anticipating these points avoids having to supplement the file.

7. After registration

Registration does not close the work: it opens the phase of ongoing obligations. Immediately afterwards you must attend to:

• affiliation with the AHV compensation fund (state pension) and, with employees, with the pension fund (BVG) and accident insurance (UVG);
• checking VAT (MWST) liability (as a rule above CHF 100,000 of turnover; standard rate 8.1%);
• setting up accounting in accordance with the Code of Obligations from day one;
• keeping the register of quotas/shares and the register of beneficial owners.

In summary

Registration in the commercial register is a formal but decisive step: it turns a project into a legal entity. The key is to arrive there with the articles of association, capital and governing bodies already in order, so that the office has no reason to defer.

Do you want to register your company without delay, with a complete file at the first filing? SIH ONE guides you through every step of incorporation and registration in the commercial register.