Changing the name and articles of a GmbH or AG

A company changes: a new name, a new registered office, a purpose that broadens, capital that grows. Amending the articles of association of a GmbH or an AG is a routine operation, but one that follows precise rules. Here is how it works, without surprises.

What the articles contain

The articles of association are the company’s “constitution”: they define the company name, registered office, purpose, capital, governing bodies, signing authority and the rules of operation. Some content is imposed by law; other content is optional but, if present, binding. Amending them means touching the founding act of the business: this is why a formal procedure is required.

Who decides the amendment

Competence lies with the supreme body:

• In the AG, the general meeting of shareholders.
• In the GmbH, the meeting of members.

Amending the articles generally requires a qualified resolution (reinforced majorities provided by law or by the articles, typically two thirds of the votes). Some particularly far-reaching decisions require even higher quorums.

The procedure, step by step

1. Convening the meeting with the proposed amendments on the agenda (observing deadlines and forms).
2. Resolution with the required majority.
3. Public deed: amendments to the articles must as a rule be recorded by a notary, who draws up the deed.
4. Registration in the commercial register: the amendment takes effect towards third parties upon registration and publication.

The register exercises its power of review: it checks that documents, majorities and content are compliant. An incomplete file is rejected.

Changing the company name

The name can be changed, but it must be permissible and distinguishable. Before resolving, it is advisable to verify:

• That it is not already in use or too similar to an existing business.
• That it complies with the rules on mandatory suffixes (GmbH/AG must appear in the prescribed form).
• That it is not misleading as to the activity or the registered office.

Changing the name then brings practical consequences: invoices, contracts, signage, domains, bank accounts. It must be planned, not improvised.

Changing the registered office and purpose

• Registered office: a move within the same municipality is simpler; a transfer to another canton entails additional steps and involves the competent register.
• Purpose: broadening or clarifying it is common when the activity evolves. The purpose must remain lawful and sufficiently defined; formulations that are too vague or inadmissible are challenged by the register.

Increasing or amending the capital

Capital too is part of the articles. Increasing or reducing it is an amendment to the articles with its own requirements (documentation, any attestations, notarial deed). For the AG, since 2023, the capital band allows the board of directors to move within a predefined range without returning to the general meeting each time: a useful tool if recurring variations are anticipated.

Mistakes that cost time

• Convening the meeting without observing deadlines and the agenda.
• Failing to reach the required qualified majority.
• Choosing a name that is unavailable or non-compliant.
• Submitting to the register documents that are inconsistent between the notarial deed and the articles.

Each of these mistakes means repeating steps, returning to the notary and delaying the effectiveness of the amendment.

How we help you

We manage the entire process: name verification, drafting of the updated articles, coordination with the notary and registration in the commercial register — with timelines and costs defined in advance. Let’s update your articles.