Entry in the commercial register in Switzerland is an important step for companies that want to start their business or change their legal structure. The process is regulated by law and entails both rights and obligations. Here, we explain:

The most important facts in brief:

• Obligations: An entry in the commercial register is mandatory for all commercial companies in Switzerland.
• Process: Being entered in the register involves several steps, including the preparation of the founding documents, public notarization and making a submission to the commercial register office.
• Costs: The costs vary depending on the type of company, usually between CHF 800 and CHF 3,000.
• Obligations: After being entered, there are obligations such as the maintenance of proper business records, compliance with publication obligations and registration with the social insurance companies.

Entry in the commercial register

is mandatory in Switzerland for certain types of companies – for example for joint stock corporations (AG), limited liability companies (GmbH) and cooperatives. An entry in the commercial register brings several advantages – including the protection of the company name and transparency towards third parties.

1. Preparation of documents

Before the entry can be made, you must prepare various documents. These include:

• Company statutes: These contain basic information such as the purpose of the company, the company headquarters, its capital and how it is organized.
• Certificate of incorporation: Especially for AGs and GmbHs, public notarization by a notary is required.
• Proof of capital contribution: The proof that the necessary share or nominal capital has been paid into a blocked account.

2. Submission to the Commercial Registry Office

Once the documents have been prepared, you can contact the appropriate commercial register office. As a rule, the entry is made by the notary who notarized the foundation of the company. The commercial register office checks the submitted documents for completeness and legality.

3. Entry in the commercial register

After examination and approval, the entry in the commercial register can be made. The company is given a commercial registration number and the entry is published in the Swiss Official Gazette of Commerce (SHAB). From this point on, the company is considered to be officially founded and legally capable.

Costs of entry in the the commercial register

The costs for an entry in the commercial register can vary depending on the type of company and the canton. The most important cost factors are:

• Notarial costs: Notarial fees are incurred for public notarization, which may differ depending on the canton and the scope of the document.
• Commercial register fees: These fees also vary depending on the canton and company form. As a rule, they are between CHF 600 and CHF 800 for a GmbH or AG.

In total, the start-up costs for a GmbH or AG, including all fees, can be around CHF 2,000 to CHF 4,000. Smaller companies such as sole proprietorships, which are also subject to registration, incur lower fees.

Obligations subsequent to an entry in the commercial register

The entry in the commercial register brings with it several obligations that entrepreneurs must observe. These obligations are crucial for the company to be legally and financially compliant.

1. Accounting obligation
   Companies that are entered in the commercial register are obliged to keep proper accounts. These must be kept so that the financial situation of the company is clearly visible at all times. Larger companies are also subject to the obligation to prepare annual accounts that consist of a balance sheet, income statement and appendices.
2. Auditing obligation
   Corporations such as AGs and GmbHs are generally subject to audit. However, small companies can be exempted from the auditing obligation under certain conditions (so-called opting out). This possibility exists if the company employs fewer than 10 full-time employees on an annual average for two consecutive financial years.
3. Publication obligations
   Changes in the commercial register – such as changes in the Board of Directors, change of managing director or capital increases – must also be published in the SHAB. Such publications are subject to a fee and must be made promptly after the decision in question.
4. Tax obligations
   Registered companies must also register with the responsible tax authority and are obliged to submit tax returns regularly. Depending on the type of company and its turnover, there may be an obligation to pay VAT.
5. Labor law obligations
   Companies with employees must register with AHV (old-age and survivors’ insurance) and pay the appropriate contributions. In addition, labor law regulations, such as the obligation to have accident insurance, must be observed.

Summary

An entry in the commercial register in Switzerland is more than just a formality. It ensures that the company is legally recognized and protected. The process is associated with costs that may vary depending on the type of company. The entry also brings with it obligations that entrepreneurs must strictly observe in order to avoid legal consequences. Careful planning and compliance with all legal requirements are essential to successfully start and run a company in Switzerland.