Transferring the company's registered office to another canton

Moving a company’s registered office from one canton to another is a simpler operation than it seems from a corporate standpoint, but with tax consequences that must be assessed before deciding. In Switzerland the company remains the same: it is not dissolved and re-established, only the municipality of its registered office changes. Let’s look at how it works and what to watch out for.

Why transfer the registered office

The typical reasons are:

• a more favourable tax burden in the destination canton (the rates on profit and capital vary considerably from one canton to another);
• operational proximity to the actual place of business, the clients or the management;
• access to a specific ecosystem (talent, universities, supply chains, other companies in the sector);
• rationalisation after a change of address or structure.

Taxation is often the main driver, but not the only criterion: economic substance and practicality matter too.

The registered office is a clause of the articles of association

The municipality of the registered office is a mandatory element of the articles of association. Transferring the registered office to another canton therefore means amending the articles, and this requires a resolution of the competent body:

• in the AG, a resolution of the general meeting of shareholders;
• in the GmbH, a resolution of the meeting of quotaholders.

Since this is an amendment to the articles, the resolution must as a rule be formalised by public deed before a notary.

The passage through the commercial register

The transfer between cantons involves two commercial register offices: the one of origin and the one of destination. In practice the company is entered in the register of the new canton and deleted from that of the canton of origin, maintaining legal continuity: the business identification number (UID) and the legal personality remain the same. No new company comes into being.

With the entry in the new canton it is necessary to indicate the new contact address and, if they change, to update the corporate bodies and signing powers.

Watch the Swiss domicile requirement

The transfer is the occasion to verify that the fundamental organisational requirement remains covered: the company must be able to be represented by at least one person domiciled in Switzerland with signing authority. If the transfer coincides with a change of directors or address, it is the moment to check that this Swiss “anchor” does not remain uncovered.

A distinction must also be drawn between the registered office (the municipality entered in the register) and the operational domicile (where the activity is actually carried out). A purely formal office, devoid of substance, can be challenged: ideally the registered office and the economic substance should coincide or at least be consistent.

The tax effects: the real heart of the decision

Here lies the part to be planned carefully:

• Cantonal and municipal taxes: the transfer changes the canton and municipality of taxation, and therefore the rates applicable to profit and capital. It is often the reason for the transfer.
• Apportionment in the year of transfer: in the financial year in which the move takes place, the profit may have to be apportioned between the two cantons according to the rules on the period of tax liability.
• Substance and effective seat: the authorities look at the place of effective management. Transferring the registered office without moving the substance (management, decisions, operations) exposes you to the risk that the canton of origin continues to claim tax liability.

The direct federal tax, by contrast, does not change with the canton: it is the same throughout Switzerland.

The procedure, step by step

1. Preliminary tax analysis: comparison between canton of origin and destination and assessment of substance.
2. Resolution of the meeting to amend the articles (municipality of the registered office) by public deed.
3. Entry in the commercial register of the new canton and deletion in the previous one.
4. Update of the contact address, the corporate bodies and the signing powers if necessary.
5. Notifications to the tax authorities, the social insurance schemes and the other bodies concerned.

In summary

Transferring the registered office between cantons is, from a corporate standpoint, an amendment to the articles with a double passage through the commercial register, with no interruption of legal continuity. The real match is played out on the tax front and on substance: the transfer is worthwhile if the rate benefit is real and if the effective management genuinely moves.

Are you considering moving your company’s registered office to another canton? SIH ONE analyses tax advantage, substance and domicile and handles the entire procedure of domiciliation and transfer of registered office.