What is a change of purpose?
The company purpose defines the field of activity of a company. A change of purpose refers to the formal adjustment of the company purpose registered in the commercial register. The new purpose must be precisely formulated and reflect the actual business activities of the company.
For LLC and stock corporation:
The implementation of a change of purpose requires a resolution by the shareholders' meeting or general assembly, a notarial certification, and the subsequent registration in the commercial register for both the stock corporation and the LLC.
For a sole proprietorship: As a sole proprietor, the change of purpose can be requested using the registration form.
Reasons for a change of purpose
The decision to change the company purpose is usually based on various business developments:
Strategic realignment
The strategic realignment of a company can encompass various aspects. The development of new business areas is often in the foreground to position the company more broadly and exploit new market opportunities. At the same time, it is important to continuously adapt to changing customer needs in order to remain competitive. The integration of additional services or products into the existing portfolio enables companies to expand their offering and reach new target groups.
Reaction to market changes
The digital transformation of the industry and the emergence of new technologies present companies with major challenges. The rapid technological development often requires an adaptation of business models and processes. At the same time, the consumption habits of customers are constantly changing. They increasingly expect digital solutions and innovative products. These market changes force companies to adapt their business activities and, if necessary, expand their company purpose. Only in this way can they remain competitive and meet the changing demands of the market.
Advantages and disadvantages of changing the purpose
Adapting the company purpose offers the following advantages for companies:
Development of new business areas and markets
Legally secure basis for innovative business models
Optimized positioning towards customers and partners
The disadvantages of a change of purpose must be carefully weighed:
Notarial certification and commercial register entry incur costs
Time required for the preparation and implementation of the change
Risk of rejection by shareholders or stockholders in the case of an LLC or stock corporation
The reactions of the stakeholders play a central role in the change of purpose. Both internal and external interest groups must be taken into account. For internal stakeholders, it is particularly important that employees receive clear information on the strategic direction and that shareholders receive a detailed justification for the change. For external stakeholders, customers and suppliers should be involved through personal discussions, while banks and business partners should be informed early on.
Steps to carry out a change of purpose
1. Analysis of the necessity and impact of the change to the corporate purpose
The analysis of the change of purpose comprises three core areas:
Strategic: The strategic analysis of market position and competition is central to the evaluation of a change of purpose. The evaluation of the current positioning and new business opportunities as well as the analysis of the competitive situation reveal market gaps and potential.
Legal: Contractual compatibility is legally central in changes of purpose. Existing contracts must be checked for compatibility, as business relationships may be affected and require adjustments.
Financial: Changes of purpose require precise cost calculation for notaries, registers, and legal advice.
2. Convening of the shareholders' meeting to vote on the changes
The shareholders' meeting is convened in accordance with the statutory provisions of the Code of Obligations.
In the case of a stock corporation, at least two thirds of the represented votes and the majority of the represented nominal share values must agree to the change of purpose. In the case of an LLC, the consent of at least two thirds of the represented votes and additionally the absolute majority of the entire share capital is required for the change of purpose. These majority requirements are laid down in the Code of Obligations (CO).
3. Notarial certification of the resolution on the change of purpose
Notarial certification represents a legally mandatory step in the change of purpose. The notary draws up a public deed documenting the resolution on the change of purpose. This deed must contain the following core elements:
The exact wording of the new company purpose
The voting result of the shareholders' meeting
Confirmation of compliance with all legal requirements
The notarial certification forms the legal basis for the subsequent commercial register entry and ensures the legal certainty of the change of purpose.
4. Entry of the changes in the commercial register and publication in the SHAB
After notarial certification, the change of purpose must be entered in the commercial register. The process includes:
Submission of the certified documents to the competent cantonal commercial register office
Examination of the documents by the commercial register office for completeness and legal conformity
Registration of the change of purpose after a positive review
Automatic publication in the Swiss Official Gazette of Commerce (SHAB)
The entry in the commercial register is legally binding and makes the change of purpose recognizable to third parties in the sense of the publicity effect. Publication in the SHAB ensures public announcement of the change and creates legal certainty for all business partners.
5. Updating of all relevant documents to the new corporate purpose
After successful registration in the commercial register, the systematic updating of all business documents is required:
All company documents must be adapted. Internally, this affects bylaws, organizational regulations, job descriptions, employee contracts, and guidelines. Externally, business papers, letterheads, business cards, promotional materials, the website, and email signatures must be updated to ensure a uniform corporate image.
Costs and duration of processing a change of purpose
The costs of a change of purpose consist of several components:
Notary fees: CHF 500-1'000
Commercial register fees: CHF 300-500
The time frame is as follows:
Preparation of documents: a few working days
Certification by the notary: 1 working day
Commercial register entry: 5-15 working days
SHAB publication: 1-2 days
The total duration of the process is usually 3-5 weeks. Careful planning and preparation of the required documents can speed up the process.
Conclusion
The success of a change of purpose depends significantly on thorough preparation and compliance with all formal requirements.
Important success factors are:
Detailed analysis of necessity and effects
Professional preparation of the shareholders' meeting
Correct execution of the notarial certification
Timely entry in the commercial register
Systematic updating of all documents
A professionally executed change of purpose forms the foundation for the successful further development of the company and opens up new strategic perspectives. Jurata will gladly support you in the legally secure execution of the change of purpose.
