Commercial register
A departing manager still binds the company while they remain on the register. An out-of-date address makes service fail. These filings look alike on paper and differ on one point: some need only an application, others an amendment to the articles, hence a notarial deed.
Who it is forCompanies changing management or address, partners transferring shares, businesses welcoming an investor, directors holding their annual meeting.
Order
Each file contains the pre-filled application for your cantonal office, the documents to attach, and the resolutions to be signed.
490CHFexcl. VAT
Change of manager, signature, address or purpose: the application prepared and followed through to publication.
590CHFexcl. VAT
Within the municipality, an application is enough. Elsewhere, the articles must change. We prepare both cases.
590CHFexcl. VAT
The mandatory written contract, the partners' approval and the registration application, in a single file.
690CHFexcl. VAT
An investor coming in or equity being strengthened: every act, ready for the notary.
390CHFexcl. VAT
The annual general meeting is mandatory. Here are the notice, the minutes and the discharge.
Understand
When is an amendment to the articles needed?
As soon as the entry touches something in the articles: the purpose, the company name, the capital, or the seat when it moves to another municipality. A change of address within the same municipality does not affect the articles and is handled by a simple application.
Art. 626, 776 and 936 CO
Who may sign the application?
The persons authorised to represent the company under the entry in force, with certified signatures if they do not sign before the office. An application signed by someone whose powers are not yet registered is rejected: the order of entries matters.
Art. 931a CO, art. 17 CRO
From when does the change take effect?
The entry takes effect against third parties from its publication in the Swiss Official Gazette of Commerce. That is why a resigning manager must demand their deletion: between resignation and publication they still bind the company towards third parties in good faith.
Art. 932 and 936b CO
Is the annual general meeting mandatory?
Yes, within six months of the close of the financial year, even for a single-member company and even if it only approves the accounts. It is not registered, but its minutes are required in an audit or a sale of the company.
Art. 699 and 805 CO
Going further
FAQ
From a few days to three weeks depending on the canton and complexity, from complete filing. The real delay is almost always gathering the documents, not the office. That is exactly where a prepared file saves time.
Those of the cantonal register, and where applicable the notary's. They vary from canton to canton. We estimate them for your canton before you commit.
Often cheaper: a single application can carry a change of management, address and signatory powers. Tell us everything that changes and we group them.
Yes, the application is followed through to publication in the Official Gazette, including answering any requests for further documents from the office.
Refusals almost always concern a missing document or a purpose judged too vague. We revise the file at no extra cost until it is entered.
A question before ordering?
A change of management, a move, an investor joining the capital: describe what is changing here. Personal reply within two business days.
