The Swiss commercial register is a public register listing companies and legal entities carrying on a commercial activity in Switzerland. Governed by arts. 927 to 943 CO and the Commercial Register Ordinance (CRCR), it ensures the transparency and legal security of commercial relations. Every entry in the commercial register confers enforceability against third parties and conditions, for many legal forms, the acquisition of legal personality. PBM Avocats assists companies in Geneva and Lausanne in all their steps with the cantonal commercial register.
Organisation of the Commercial Register in Switzerland
Switzerland has a commercial register organised at two levels:
- Cantonal registers: each canton maintains its own commercial register; in Geneva, it is the Geneva Commercial Register (RCGE); in the canton of Vaud, it is the Vaud Commercial Register (RCVD)
- Zefix: federal portal for centralised access to all cantonal registers (www.zefix.admin.ch), maintained by the Federal Office of the Commercial Register (FOCR)
- SOGC: Swiss Official Gazette of Commerce, the publication organ for entries, modifications and deletions (www.fosc.ch)
Entities Subject to Mandatory Registration
| Legal Form | Registration | Condition |
|---|---|---|
| AG | Mandatory, constitutive | Acquires legal personality upon registration |
| GmbH | Mandatory, constitutive | Acquires legal personality upon registration |
| General partnership (Kollektivgesellschaft) | Mandatory before commencement of operations | Art. 552 para. 2 CO |
| Limited partnership (Kommanditgesellschaft) | Mandatory before commencement of operations | Art. 594 para. 2 CO |
| Sole proprietorship | Mandatory if turnover ≥ CHF 100,000 | Art. 36 CRCR |
| Branch of foreign company | Mandatory | Art. 935 CO |
| Association carrying on a commercial activity | Mandatory | Art. 61 SCC |
| Foundation | Mandatory | Art. 81 SCC |
The Content of an Entry: Mandatory Particulars
The entry of an entity in the commercial register includes a set of mandatory particulars intended to inform third parties about the structure and representatives of the company:
- Business name: official denomination of the company
- Legal form: AG, GmbH, general partnership, etc.
- Registered office: municipality in Switzerland
- Corporate purpose: object of the activity
- Capital: share capital or corporate capital (for AG and GmbH)
- Corporate bodies: members of the board of directors or managers with mention of their signatory powers
- UID number: unique identifier of the company (format CHE-XXX.XXX.XXX)
- Date of formation and references to founding documents
The Registration Procedure in Geneva and the Canton of Vaud
The registration procedure differs by canton but follows a similar pattern:
| Step | Geneva (RCGE) | Vaud (RCVD) |
|---|---|---|
| File preparation | Notarial deed, articles, declarations | Same |
| File submission | Online or by post to RCGE | Online or by post to RCVD |
| Registration period (indicative) | 5–15 working days | 5–10 working days |
| Fees | CHF 600–900 (AG/GmbH) | CHF 500–800 (AG/GmbH) |
| SOGC publication | Automatic after registration | Automatic after registration |
Modifications to Be Declared to the Commercial Register
Every material change in the situation of a registered company must be declared without delay to the commercial register. The main modifications concerned are:
- Change of business name, registered office or corporate purpose (requires amendment of articles and notarial deed)
- Change of corporate bodies (directors, managers, auditors) and their powers
- Modification of capital (increase or reduction)
- Dissolution, liquidation and deletion
- Opening or closure of bankruptcy or composition proceedings
- Change of address of the registered office within the same municipality
The Effect of Enforceability and the Principle of Publicity
Registration in the commercial register produces an effect of enforceability against third parties (art. 933 CO): from the date of publication in the SOGC, no one may plead ignorance of the registered fact. Conversely, facts not entered are not enforceable against bona fide third parties. This principle of publicity is fundamental for the legal security of commercial relations: a third party may legitimately rely on the information published in the register to enter into contracts with a company, verify the identity and powers of its representatives, and protect itself against acts exceeding the registered powers.
Frequently Asked Questions on the Commercial Register in Switzerland
How to consult the Swiss commercial register free of charge?
The Zefix portal (www.zefix.admin.ch) offers free online access to the entire Swiss commercial register. It allows searching for a company by business name, UID number or canton, obtaining an uncertified extract and consulting publications in the SOGC. To obtain an official certified extract (required for certain administrative and banking procedures), the relevant cantonal commercial register must be contacted, against payment of a fee (generally CHF 20 to 35 depending on the canton and format).
What is the statutory period for declaring a modification to the commercial register?
The law does not set a general explicit period for declaring modifications. However, art. 939 para. 1 CO provides that any person responsible for an entry has the obligation to request without delay the necessary entries, modifications and deletions. In practice, changes must be notified as soon as they occur. Delay may give rise to liability of the company and its directors vis-à-vis third parties who have been misled by outdated information in the register. Certain modifications (e.g. change of director) have immediate effect and must be notified promptly.
Does the UID number replace the former commercial register number?
Yes. Since 2011, the enterprise identification number (UID, or IDE in French) replaces the former cantonal commercial register numbers as the unique identifier for each enterprise. The UID number has the format CHE-XXX.XXX.XXX. It is assigned upon registration in the commercial register and serves as the universal identifier with all federal and cantonal authorities (OASI, VAT, statistics, etc.). The former cantonal commercial register number is still used internally by some cantonal registers but is no longer the main reference.
Must the SOGC publish all entries in the commercial register?
Yes. Art. 931 CO requires that every entry in the commercial register, as well as every modification and deletion, be published in the Swiss Official Gazette of Commerce (SOGC). The SOGC is available online at the official website www.fosc.ch. Publication in the SOGC confers enforceability against third parties: from the date of publication, no one may plead ignorance of the registered fact (art. 933 CO). Before publication, the registered fact is not enforceable against third parties who were legitimately unaware of the entry.
How to proceed with deletion from the commercial register?
Deletion of an entity may be requested by the legal representatives of the company (in the case of voluntary liquidation, after completion of all liquidation formalities), or by the commercial register ex officio (in the case of closed bankruptcy, judicial dissolution, or absence of corporate bodies). For voluntary deletion after liquidation, the liquidators certify that all debts have been paid, that the call to creditors has been made and that the statutory period has expired. The register then proceeds with deletion and publishes the closure in the SOGC.