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Handelsregister

Handelsregister – comprehensive information on the commercial register of companies in Switzerland

Handelsregister, literally translated as "Trade Register," is an official body that registers companies and publishes this information in an official publication and charges a fee for doing so.

In this guide, we would like to provide you with some critical information that every business owner needs to know.
Table of Contents

1. History of the trade registers' occurrence.

2. Why does every canton have a trade register?

3. Regional trade registers:

4. The services of the commercial registers in Switzerland and their cost. Time of performing.

5. Significant examples from our practice:

6. Disputes over commercial register decisions: case law.
A small disclaimer: this information is given for reference purposes and is not a consultation or guide to action. Reading it is not a substitute for the advice of a qualified lawyer. All information is current as of March 2023.

Over the last 15 years, we have gained tremendous experience in serving our clients from almost every country in the world and interacting with public authorities.
As Switzerland is a Confederation, we also have cantonal authorities in addition to the federal authorities. The cantons are essentially a state within a state: with their own courts (on two levels), commercial registries, police, and even parliaments.

History of the trade registers' occurrence

The history of Swiss trade registers or Handelsregister can be traced back to the 19th century. In 1803, the Canton of Zurich established the first Swiss Handelsregister, which was subsequently followed by other cantons. The purpose of the Handelsregister was to register commercial activities, including companies, partnerships, and sole proprietorships. Over time, the Handelsregister has become an indispensable tool for investors, creditors, and other interested parties to obtain information about businesses operating in Switzerland.

The Handelsregister is managed at the cantonal level and is operated by the commercial registry office. The information contained in the Handelsregister is publicly available. It includes details such as the name and address of the company, the names of its owners or directors, and the company's purpose and registered capital. The Handelsregister also contains information on any registered mortgages, liens, or other encumbrances against the company's assets.
In 1883, the Swiss Federal Code of Obligations (FCO) was enacted, which regulated the registration of commercial entities and partnerships. The FCO established a uniform registration system for all cantons, which greatly simplified the process of registering a business in Switzerland. The FCO also established the obligation for commercial entities to register with the Handelsregister, and provided for the publication of notices in the Swiss Official Gazette of Commerce (SOGC).
Since then, the Handelsregister has continued to evolve and adapt to changing business practices and technologies. In 1992, a federal law was passed that required all cantons to maintain electronic Handelsregisters. This made the process of registering a business in Switzerland more efficient and streamlined. Today, the Handelsregister is essential for businesses, investors, and other interested parties to obtain information about companies operating in Switzerland.
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Why does every canton have a trade register?

The Handelsregister is managed at the cantonal level and is operated by the commercial registry office. The information contained in the Handelsregister is publicly available. It includes details such as the name and address of the company, the names of its owners or directors, and the company's purpose and registered capital. The Handelsregister also contains information on any registered mortgages, liens, or other encumbrances against the company's assets.
The regulation of trade registers in Switzerland is primarily governed by the Swiss Federal Code of Obligations (FCO). The FCO established a uniform registration system for all cantons, which greatly simplified the process of registering a business in Switzerland. The FCO also established the obligation for commercial entities to register with the Handelsregister and provided for the publication of notices in the Swiss Official Gazette of Commerce (SOGC).

Some relevant articles and paragraphs from the Swiss Federal Code of Obligations regarding the Handelsregister include:

Article 927 FCO: Trade Register
Article 928 FCO: Duty to Register
Article 929 FCO: Registration Procedure
Article 930 FCO: Publicity
In accordance with these articles and other federal and cantonal laws and regulations, the Handelsregister continues to evolve and adapt to changing business practices and technologies. In 1992, a federal law was passed that required all cantons to maintain electronic Handelsregisters. This made the process of registering a business in Switzerland more efficient and streamlined. Today, the Handelsregister is essential for businesses, investors, and other interested parties to obtain information about companies operating in Switzerland.
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Regional trade registers

Each canton, as an independent member of the Confederation, has its own trade register. In addition to corporate records and statistics, this is also a good source of income for the canton, along with tax and administrative fees.

For your reference, we offer the cantons' up-to-date contact details (address, telephone, and email).
Aargau:
Handelsregisteramt des Kantons Aargau
Rathausplatz 1
5001 Aarau
Telefon: +41 62 835 24 00
E-Mail: [email protected]
Appenzell Ausserrhoden:
Handelsregisteramt Appenzell Ausserrhoden
Kantonsstrasse 13
9050 Appenzell
Telefon: +41 71 788 95 70
E-Mail: [email protected]
Appenzell Innerrhoden:
Handelsregisteramt Appenzell Innerrhoden
Regierungsgebäude
9050 Appenzell
Telefon: +41 71 788 92 90
E-Mail: [email protected]
Basel-Landschaft:
Handelsregisteramt des Kantons Basel-Landschaft
Kantonsstrasse 61
4410 Liestal
Telefon: +41 61 552 50 50
E-Mail: [email protected]
Basel-Stadt:
Handelsregisteramt des Kantons Basel-Stadt
Heuwaage
4051 Basel
Telefon: +41 61 267 70 70
E-Mail: [email protected]
Bern:
Handelsregisteramt des Kantons Bern
Laupenstrasse 18
3011 Bern
Telefon: +41 31 633 51 11
E-Mail: [email protected]
Freiburg:
Handelsregisteramt des Kantons Freiburg
Rue de Lausanne 25
1700 Freiburg
Telefon: +41 26 305 17 70
E-Mail: [email protected]
Genf:
Office cantonal du registre du commerce du canton de Genève
Rue du Stand 26
1204 Genf
Telefon: +41 22 388 77 00
E-Mail: [email protected]
Glarus:
Handelsregisteramt des Kantons Glarus
Morgenstrasse 21
8750 Glarus
Telefon: +41 58 611 93 30
E-Mail: [email protected]
Graubünden:
Handelsregisteramt des Kantons Graubünden
Loëstrasse 220
7000 Chur
Telefon: +41 81 257 24 10
E-Mail: [email protected]
Luzern:
Handelsregisteramt des Kantons Luzern
Bahnhofstrasse 15
6002 Luzern
Telefon: +41 41 228 52 00
E-Mail: [email protected]
Neuchâtel:
Office cantonal du registre du commerce du canton de Neuchâtel
Rue des Terreaux 7
2000 Neuchâtel
Telefon: +41 32 889 63 00
E-Mail: [email protected]
Nidwalden:
Handelsregisteramt Nidwalden
Bahnhofplatz 1
6370 Stans
Telefon: +41 41 618 73 10
E-Mail: [email protected]
Obwalden:
Handelsregisteramt Obwalden
Brünigstrasse 126
6061 Sarnen
Telefon: +41 41 666 62 90
E-Mail: [email protected]
St. Gallen:
Handelsregisteramt des Kantons St. Gallen
Davidstrasse 41
9001 St. Gallen
Telefon: +41 71 229 52 11
E-Mail: [email protected]
Schaffhausen:
Handelsregisteramt des Kantons Schaffhausen
Herdernstrasse 17
8200 Schaffhausen
Telefon: +41 52 632 72 44
E-Mail: [email protected]
Schwyz:
Handelsregisteramt des Kantons Schwyz
Bundesplatz 3
6430 Schwyz
Telefon: +41 41 819 16 60
E-Mail: [email protected]
Solothurn:
Handelsregisteramt des Kantons Solothurn
Ambassadorenhof
4500 Solothurn
Telefon: +41 32 627 24 30
E-Mail: [email protected]
Thurgau:
Handelsregisteramt des Kantons Thurgau
Bleichestrasse 11
8570 Weinfelden
Telefon: +41 58 345 10 80
E-Mail: [email protected]
Ticino:
Ufficio del registro di commercio del Cantone Ticino
Via Bossi 3
6850 Mendrisio
Telefon: +41 91 814 72 11
E-Mail: [email protected]
Uri:
Handelsregisteramt des Kantons Uri
Altdorf
6460 Altdorf
Telefon: +41 41 875 20 22
E-Mail: [email protected]
Vaud:
Office cantonal du registre du commerce du canton de Vaud
Rue Caroline 11
1014 Lausanne
Telefon: +41 21 316 61 11
E-Mail: [email protected]
Valais:
Office du registre du commerce du canton du Valais
Rue Pré-Fleuri 6
1951 Sion
Telefon: +41 27 606 71 71
E-Mail: [email protected]
Zug:
Handelsregisteramt des Kantons Zug
Bundesplatz 3
6301 Zug
Telefon: +41 41 728 50 10
E-Mail: [email protected]
Zürich:
Handelsregisteramt des Kantons Zürich
Stampfenbachstrasse 116
8090 Zürich
Telefon: +41 43 259 51 51
E-Mail: [email protected]
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The services of the commercial registers in Switzerland and their cost. Time of performing.

Trade registers in Switzerland provide a wide range of services, including registering legal entities - commercial companies, non-profit enterprises, unions, foundations, and financial companies such as banks and insurance companies.

The cost of commercial registry services in Switzerland can vary depending on the type of service you require. Generally, registering commercial enterprises starts at CHF 200 to CHF 1,000, depending on the canton, while registering foundations can range from CHF 500 to CHF 1,500.

The lead time may also vary, depending on the type of service and the canton in which the legal entity is being registered. Generally, the registration process takes from a few days to a few weeks.
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Registration of the status of legal entities

In Switzerland, registration with the commercial register is mandatory for all types of businesses:

Public limited companies (AG)
Closed joint stock companies (GmbH)
Limited liability companies (KG)
Limited Liability Partnership (LLC)
Sole proprietorship
Limited partnerships (LP)

Some non-profit organizations, such as associations, foundations, and societies, are also subject to registration in the commercial register.

Suppose you are registering a company after the shareholders' meeting and the appointment of a director. In that case, all certified documents must be submitted to the commercial register of the canton in which your office is located.

The firm may start operations immediately, but before publication in the register, the shareholders' liability is not limited to the amount of the share capital.

Registration is needed for the following

Changes in the composition of the founders of GmbH
Composition of the board of directors and the company's management
Changes in the share capital and its distribution by shares of the company
Changes of name, location of the company
Other relevant metamorphoses.

Registration of non-profit enterprises, unions, and foundations

Commercial registers also register non-commercial enterprises in the form of unions and foundations. The list of the required documents differs depending on the type of organization.

Registration of foundations

Trade registers are also registered by particular organizations regulated by law or regulation.
These include foundations (Stiftung). Stiftung is a foundation or an endowment established for a specific purpose, such as charitable, social, cultural, or educational purposes. A Stiftung is a legal entity and is regulated by Swiss law.
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To establish a Stiftung in Switzerland, the following requirements must be met:
  • Special pre-approval from SECO
  • The foundation must have an auditor responsible for ensuring that the foundation's accounts are properly maintained
  • The founder must do a public deed, which is a document that outlines the purpose of the foundation, its organization, and the initial assets
  • The foundation must register with the commercial register in the canton where it is located
  • The foundation must have a board of directors or a supervisory board, depending on the foundation's structure

Once a Stiftung is established, it is subject to the following regulations:

  • The foundation must comply with Swiss law and its articles of association.
  • The foundation must have proper accounting and reporting procedures in place.
  • The foundation must be transparent in its operations and finances.
  • The foundation must use its assets solely for the purposes specified in its articles of association.
  • The foundation must be audited annually by a qualified auditor.
In addition to the above, the regulations for Stiftungs can vary depending on the canton where they are established. It is essential to consult with a legal professional to ensure that all regulations are met when establishing and operating a Stiftung in Switzerland

Registration of financial companies (opening a bank, opening an insurance company, and so on)

Incorporating a bank, insurance company or financial intermediary and publication requires obtaining special licenses and permits.
Before obtaining a license, a company must be formed with the appropriate share capital. A joint-stock company is usually the most suitable form.

Once the necessary licenses have been obtained, the word "bank" or "insurance company" is added to the company name. These changes are also published in the commercial register of the canton.
The cost of trade register services and the timing of publications



Each canton determines its pricing policy for the trade register. They vary slightly, depending on the popularity of the canton (the difference is in taxation), with the busier registries publishing data with a longer delay.

Here are the prices for some of the services of the Zurich commercial registry:

  • Incorporation of a new company: CHF 800 (basic fee), plus CHF 50 for each additional page of the articles of association.
  • Change of company name: CHF 200.
  • Increase of share capital: CHF 200.
  • Change of company address: CHF 100.
  • Change of company purpose: CHF 100.
  • It is essential to note that these fees are subject to change, and additional fees may be charged depending on the complexity of the transaction. The commercial register of the Canton of Zurich provides a fee calculator on their website that can be used to estimate the cost of registering a company or making changes to a company in the commercial register.

We offer to download the complete file with the list and prices for those interested in specific services.
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Important examples from our practice: incorporation after the acquisition of company shares

We have already mentioned the necessity of choosing the correct legal form to incorporate the company. However, it is always the client's choice.
Depending on the urgency, it is always possible to purchase a ready-made company.
However, there may be surprises, which we warn our clients against.

Some trade registers refuse to publish company changes due to "zero balances", "non-conformity of activity," and other, often far-fetched, reasons.

We strongly recommend contacting lawyers BEFORE contacting the trade register and choosing the most appropriate solution.

Necessity to appoint a local representative to the company

In Switzerland, foreigners who wish to register and do business in Switzerland are required to have a local representative. The local representative must be a Swiss citizen or a person with residence in Switzerland. Article 718 of the Swiss Civil Code (Swiss Civil Code) defines the obligation to have a local representative.

The representation of foreign founders is an important measure to ensure compliance with the rules and regulations governing business in Switzerland. The local representative provides communication between the foreign company and Swiss regulatory authorities such as tax and customs authorities and other government agencies.

The requirement to have a local representative in Switzerland for companies registered in the country also ensures compliance with Swiss tax and accounting laws.
Link to the law:
https://www.admin.ch/opc/ru/classified-compilation/19070042/201501010000/210.html
The Trade Register checks for local residency and the eligibility of the local director or representative.

Liability for failure to comply with statutory regulations.
Forced liquidation of legal entities.

In Switzerland, a legal entity may be liquidated involuntarily if it does not comply with legal requirements or fails to fulfill its obligations to creditors. Reasons for involuntary liquidation of a legal entity in Switzerland may include:

  • Failure to meet tax or social security obligations;
  • Failure to meet obligations to creditors;
  • Failure to comply with accounting requirements;
  • Failure to comply with a court order;
  • Violation of the rules of organization and management.
  • Laws governing compulsory liquidation of legal entities in Switzerland include the Swiss Civil Code (Article 731 and following), the Federal Act on Bankruptcy and Liquidation, and the Federal Act on Commercial Registers.
Useful Links:

Swiss Civil Code (Article 731 and the following):
https://www.admin.ch/opc/ru/classified-compilation/19070042/index.html

Federal law on bankruptcy and liquidation: https://www.admin.ch/opc/ru/classified-compilation/18890125/index.html

The Federal Trade Registers Act: https://www.admin.ch/opc/ru/classified-compilation/19110009/index.html
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Disputes over commercial register decisions: case law

In our experience, the most common reasons for disputes over trading register decisions are shareholders' failure to comply with the correct organizational structure.
Often, shareholders fail to appoint a local representative in time or situations of another kind arise.

General liquidation issues in Switzerland have been dealt with in another article.

The law provides for the following non-exhaustive list of measures in case of organizational deficiencies:
  • The judge may set a deadline for the company to restore the lawful state under the threat of dissolution (Art. 731b para. 1 no. 1 of the Swiss Code of Obligations).
  • The judge may appoint the missing body or a custodian (Art. 731b para. 1 no. 2 of the Swiss Code of Obligations).
  • The judge may order the dissolution of the company and its liquidation according to the provisions on bankruptcy (Art. 731b para. 1 no. 3 of the Swiss Code of Obligations).
  • Company dissolution is the ultima ratio and must be proportionate.

Conditions for restoration of period:

Acceptance of only slight fault in light of the underdeveloped legal knowledge of many organs
  • No immediately affected third-party interests
  • No destruction of economic values without necessity

The legal consequence of the restoration of the period:

  • Revocation of the decision regarding the dissolution and liquidation of the company
  • Restoration of the period for remedying organizational deficiencies
  • Resumption of orders and threats according to the original decision
  • Single court of the Commercial Court, the decision of November 30, 2011, HE110365 (ZR 111 [2012] No. 22 p. 56)

Bankruptcy proceedings

If the judge called upon decides on bankruptcy as a measure under Art. 731b para. 1 no. 3 of the Swiss Code of Obligations, then:

  • The bankruptcy proceedings are opened without prior proceedings for bankruptcy.
  • The bankruptcy proceedings are opened according to the Debt Enforcement and Bankruptcy Act (DEBA), and the locally competent bankruptcy office is entrusted with conducting the proceedings.
  • The standard bankruptcy proceedings are processed.
  • The competent bankruptcy office verifies whether sufficient liquid funds are available for conducting the proceedings and, if necessary, requests the termination for lack of assets (DEBA 230) from the bankruptcy judge unless a creditor demands the proceedings and secures the procedural costs.
  • Termination of bankruptcy for lack of assets
  • Terminating bankruptcy for lack of assets is the typical method of disposing of most "organizational deficiency bankruptcies."

As a rule, the organs have the following:

Effectively liquidated the company and caused the organizational deficiency (knowingly) by resigning from the board of directors or terminating the domicile agreement;
No further interest in the shell company has become inactive due to operational cash drain, supplemented by tax seizures, and has resigned.

In any case, today, the opening of bankruptcy proceedings is based on Art. 731b of the Swiss Code of Obligations appears to be a numerically significant "counterpart" to the corporate liquidation under Art. 742 et seq. of the Swiss Code of Obligations.
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Extracts from the commercial register

In some cases, you may need details from the registry which confirm the place of incorporation, management rights (signatory rights), amount of share capital, and so on.

As a rule, certified copies are used:
  • 1
    In the courts of various jurisdictions in property disputes
  • 2
    In cases of inheritance and claiming property rights
  • 3
    In divorce cases
  • 4
    Incorporation of foreign companies where one of the founders is a Swiss entity
  • 5
    To prove ownership of a legal entity
  • 6
    In other less common cases
All public data, including a copy of the incorporation documents, can be obtained from the commercial register of the canton, and then they can be apostilled at the cantonal authorities.

You can find more information on the costs and timing of the service for obtaining extracts from the commercial register on the relevant page.

We look forward to your questions - contact us for a detailed consultation!
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