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 both for the stock corporation and for the LLC a resolution by the shareholders' meeting or general assembly, a notarization, and the subsequent entry into the commercial register.
For sole proprietorships: 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 entry into new business areas is often in the foreground in order to position the company more broadly and to 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 requirements of the market.
Advantages and disadvantages of the change of purpose
The adjustment of the company purpose offers the following advantages for companies:
Opening up 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:
Notarization and commercial register entry incur costs
Time required for preparing and implementing the change
Risk of rejection by shareholders or stockholders in 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 about the strategic direction and that shareholders receive a detailed justification for the change. Among external stakeholders, customers and suppliers should be involved through personal discussions, while banks and business partners must be informed early on.
Steps to implement a change of purpose
1. Analysis of the necessity and effects of the change of company purpose
The analysis of the change of purpose covers three core areas:
Strategisch: The strategic analysis of market position and competition is central to evaluating a change of purpose. The evaluation of current positioning and new business opportunities as well as the analysis of the competitive situation reveal market gaps and potential.
Rechtlich: 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.
Finanziell: Changes of purpose require a precise cost calculation for notaries, registers, and legal advice.
2. Convening of the shareholders' meeting to vote on the changes
The convening of the shareholders' meeting takes place in accordance with the legal provisions of the Code of Obligations.
In German: Bei einer AG müssen mindestens zwei Drittel der vertretenen Stimmen und die Mehrheit der vertretenen Aktiennennwerte der Zweckänderung zustimmen. Bei einer GmbH ist für die Zweckänderung die die Zustimmung von mindestens zwei Dritteln der vertretenen Stimmen sowie zusätzlich die absolute Mehrheit des gesamten Stammkapitals erforderlich. Diese Mehrheitserfordernisse sind im Obligationenrecht (OR) festgelegt.
3. Notarization of the resolution for the change of purpose
The notarization represents a legally mandatory step in the change of purpose. The notary draws up a public deed documenting the resolution to change the 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 notarization 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 notarization, the change of purpose must be registered in the commercial register. The process includes:
Submission of the notarized documents to the responsible cantonal commercial register office
Verification of the documents by the commercial register office for completeness and legal compliance
Registration of the change of purpose after positive verification
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 terms of the publicity effect. Publication in the SHAB ensures the public announcement of the change and creates legal certainty for all business partners.
5. Updating all relevant documents to the new company purpose
After successful entry in the commercial register, the systematic update of all business documents is required:
All company documents must be adjusted. Internally, this affects bylaws, organizational regulations, job descriptions, employee contracts, and policies. Externally, business papers, letterheads, business cards, promotional documents, the website, and email signatures must be updated to ensure a uniform corporate design.
Costs and duration of processing a change of purpose
The costs of a change of purpose consist of several components:
Notary costs: CHF 500-1'000
Commercial register fees: CHF 300-500
The chronological sequence is as follows:
Preparation of documents: a few working days
Notarization 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 accelerate the process.
Conclusion
The success of a change of purpose depends highly 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 notarization
Prompt registration 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 is happy to support you in the legally secure execution of the change of purpose.
