Is your entry in the commercial register still up to date? This is a question that companies should constantly be asking themselves – at the very latest if there are changes in the course of business. This is because, for companies with certain legal forms – including sole proprietorships with an annual turnover of over CHF 100,000 – and for limited liability companies (LLC) and private limited companies (PLC), an entry in the commercial register is not the only mandatory requirement. They also need to report changes.
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Created on 03.02.2023
Changing an entry in the commercial register: what companies need to bear in mind
Whether your company is moving to a new headquarters, a new managing director has started or a capital increase is taking place: we will show you what information sole proprietorships, limited liability companies and private liability companies will need to modify in the commercial register, and what they need to bear in mind.
What changes to an entry in the commercial register need to be reported?
The Swiss Code of Obligations has the answer: if a fact is entered in the commercial register, any change to the fact must likewise be entered (Art. 933 of the Swiss Code of Obligations). Depending on the company’s legal form, the following information (in addition to the year established) is entered in the register, and must be amended in the event of any changes:
- Company name
- Company address (domicile)
- Headquarters (political municipality where the company’s head office is based)
- Company purpose
- Names of members of the board of directors, partners, managing directors and authorized signatories
- Capital structure (e.g. capital contributions)
- Auditors (if any)
Even if a company entered in the commercial register is liquidated or transferred to another person, the previous owners are still obliged under Art. 938 of the Swiss Code of Obligations to delete the entry in the commercial register.
Tip
Consult the relevant commercial registry to find out the best and easiest way to enter changes, as well as which documents are required. You can often choose between submitting documents online, by post or at the counter.
Focus on sole proprietorships: what do I need to change?
Sole proprietorships, just like any other company entered in the commercial register, are obliged to keep their entries up to date, specifically in the following events:
- Change of company name
- Change of company purpose
- Change of domicile (address)
- Change of headquarters
- Change of authorized signatories
Focus on limited liability companies and private liability companies: what should you bear in mind?
Unlike sole proprietorships, limited liability companies and private liability companies must have articles of association that set out the basic characteristics of the company. Any changes to the articles of association must be publicly certified by a notary and entered in the commercial register. In particular, these changes include:
- Change of company name
- Change of company purpose (e.g. expansion of your field of activity)
- Change of domicile/address
- Change of company headquarters
- Change of capital structure (change to the amount of capital or the denomination)
- Change relating to the auditors
You can find more general information on auditors for limited liability companies and private liability companies in the factsheets on the website of the The link will open in a new window Commercial Registry of the Canton of Zug.
Changes in employees (names of partners, members of the board of directors, managing directors, authorized signatories), and the transfer of capital contributions or a change of address within the same political municipality must likewise be entered in the commercial register, but do not need to be publicly certified by a notary.
Tip
The Commercial Registry of the Canton of Zurich provides a helpful overview on the key questions and answers about making changes to entries in the commercial register.
What should you bear in mind if you are moving your company headquarters within Switzerland?
Changes in headquarters pertain to all corporate forms in Switzerland, and must be reported to the relevant commercial registry. In the case of limited liability companies and public liability companies, a change of headquarters always requires a change to the articles of association, and must be notarized.
If your new company headquarters is located in the same political municipality as previously, consult your current commercial registry. If you are moving your headquarters to a new canton, you must register it with the new commercial registry. The new registry will then notify the commercial registry where the company was previously based that the company has been entered in the new register, and instruct it to delete the previous entry in the commercial register.
Useful to know
If you are “only” changing your domicile (address) within the same political municipality, all you need to do is report this in writing to the commercial registry. This does not need to be publicly notarized.
What changes to the commercial register can be initiated online via the platform?
Companies already entered in the commercial register can make the following changes on the EasyGov online platform:
- Change of company (company name)
- Change of purpose
- Change of headquarters
- Adding, deleting and changing partners for a limited liability company
- Changes in the members of the board of directors of a private liability company
- Changes to the management team of a limited liability company
- General changes in the articles of association
- Deleting companies from the commercial register
- Changes to the auditors
EasyGov is an online platform for companies in Switzerland. The E-Government platform is operated by the State Secretariat for Economic Affairs, SECO. Companies can open a CH-LOGIN in a matter of minutes, or register with their existing CH-LOGIN to use EasyGov and other online applications offered by the Confederation.
