What does authorized signatory mean in the commercial register?
The signing authority indicates who is authorized to represent a legal entity in relation to third parties with their signature and in what form this takes place.
Typical variants are individual signature, joint signature by two, joint power of attorney or individual power of attorney. With an individual signature, the person can sign alone for the company. With a joint signature by two, a second authorized signatory is required. The commercial register makes this information publicly visible.
For natural persons, the commercial register entry contains, among other things, name, domicile, function, and the type of signing authority or an indication that the person does not have signing authority (Art. 119 Abs. 1 HRegV). Therefore, a change in signing authority is not just an internal note, but a fact relevant under registry law.
For stock corporations, the law of obligations also stipulates that persons authorized to represent the company sign in such a way that they append their signature to the company (Art. 719 OR). For LLCs, it applies accordingly that the persons authorized to represent also sign with the company name and their signature (Art. 814 Abs. 5 OR).
When do you need to change the signing authority?
Any change must be registered as soon as a fact entered in the commercial register changes.
The basic rule is clear. If a fact is entered in the commercial register, any change to this fact must also be registered (Art. 933 Abs. 1 OR). So if the register states that a person has an individual signature, but in the future this person is only allowed to sign jointly by two, the entry must be adjusted. The same applies if a new person receives signing authority or a previously authorized person is to be deleted.
Common cases include the entry of a new managing director, the resignation of a member of the board of directors, a change from an individual signature to a joint signature, the granting of a power of attorney, or the deletion of the signing authority after termination of an employment or organ relationship.
The temporal proximity is important. The change should not be put off unnecessarily because third parties rely on the commercial register entry. An outdated entry can lead to uncertainties in business transactions, for example with bank powers of attorney, contract signings, or contact with authorities.
Who decides internally about the change?
The responsible body depends on the legal form and the specific function.
In an AG, the board of directors often decides on signing authorities, unless the articles of association or special constellations provide otherwise. In the case of an LLC, the management or the shareholders' meeting is often affected. For sole proprietorships, partnerships, or associations, other rules may apply.
For the commercial register process, it is particularly important that the change can be substantiated by an appropriate resolution or other suitable basis. If a fact to be entered is based on decisions or elections of organs of a legal entity, a protocol, an extract of a protocol, or a circular resolution must in principle be submitted (Art. 23 Abs. 1 HRegV). Protocols or extracts of protocols must be signed by the person keeping the minutes and by the chairperson of the deciding body (Art. 23 Abs. 2 HRegV).
This sounds formal, but is practically decisive. The commercial register office checks whether the registered change is covered by the submitted documents. If the resolution is missing or does not fit the application, the entry is delayed.
How does the change of signing authority work?
The sequence begins internally with the decision and ends with the entry in the commercial register.
First, it is determined which person is allowed to sign in what way in the future. The wording should be precise. It makes a difference whether someone is to be entered "with individual signature", "with joint signature by two" or "with joint signature by two with specific persons".
Subsequently, the resolution is recorded in writing. Depending on the legal form and organization, this is a board of directors' protocol, a shareholders' resolution, a management resolution, or a circular resolution. Then, the application to the commercial register office is prepared. The application must clearly identify the legal entity and indicate the facts to be entered or refer individually to the corresponding supporting documents (Art. 16 Abs. 1 HRegV).
The application can be submitted on paper or electronically (Art. 16 Abs. 2 HRegV). Electronic applications must also meet the applicable technical requirements (Art. 16 Abs. 3 HRegV). In practice, commercial register offices regularly require specific file formats, qualified electronic signatures, and submission via recognized delivery channels for electronic entries.
Then, the commercial register office checks the documents. If the application and supporting documents are complete, the change is registered and published. If anything is missing, the commercial register office requests an addition or correction.
What documents do you need?
To change the signing authority, you generally need a commercial register registration, the appropriate resolution, and, for newly registered persons, proof of signature.
The registration is the central document. It is addressed to the commercial register office and requests the amendment of the entry. It must clearly state which person is to be newly entered, changed, or deleted, and which signing authority should apply in the future.
If the change is based on a body decision, a protocol, a protocol extract, or a circular resolution is also required (Art. 23 Abs. 1 HRegV). If a new authorized signing person is registered, this person must deposit their handwritten signature with the commercial register office (Art. 21 Abs. 1 HRegV). This can be done directly at the commercial register office or by submitting a certified or electronically confirmed signature (Art. 21 Abs. 1 HRegV).
Anyone who signs the signature at the commercial register office must prove their identity with a valid passport, valid identity card, or valid Swiss foreigner's identity card (Art. 21 Abs. 2 HRegV). In the case of an electronically scanned and self-confirmed signature, a declaration is required stating that the person recognizes the signature as their own, as well as a qualified electronic signature with a qualified timestamp (Art. 21 Abs. 3 HRegV).
Not every change triggers the same supporting documents. When a person newly receives signing authority, the proof of signature is central. If a existing authority is merely deleted, the resolution or the deletion application is more in the foreground. An outgoing person may also register the deletion of their own entry themselves (Art. 933 Abs. 2 OR, Art. 17 Abs. 2 lit. a HRegV).
Who is allowed to sign the registration?
In principle, one or more persons authorized to sign for the affected legal entity sign according to their signing authority.
The commercial register ordinance regulates who is allowed to register. Unless the law provides otherwise, registration is carried out by one or more persons authorized to sign for the affected legal entity, by an authorized third party, or in special cases by other explicitly named persons (Art. 17 Abs. 1 HRegV).
So if two people are only allowed to sign jointly by two in the commercial register, they must sign the registration together. If a person has an individual signature, they can generally sign the registration alone. An authorized third party may also register if a corresponding power of attorney is attached. This power of attorney must be signed by one or more authorized members of the highest management or administrative body according to their signing authority (Art. 17 Abs. 3 HRegV).
The registration itself must be signed by the registering persons (Art. 18 Abs. 1 HRegV). On paper, it must either be signed at the commercial register office or submitted with certified signatures (Art. 18 Abs. 2 HRegV). No legalization is required, among other things, for signatures that have already been submitted in certified form for the same legal entity (Art. 18 Abs. 2 HRegV).
Can special joint signatures also be registered?
Yes. Specified joint signatures can be registered in the commercial register if it is clearly designated which persons are allowed to sign together.
This is practically important. A company sometimes does not simply want to enter "joint signature by two", but, for example, that a person is only allowed to sign jointly with certain other persons. The Federal Supreme Court has confirmed that such specified combinations are registrable. It justified this, among other things, by stating that otherwise the actually applicable power of representation would be concealed from the public (BGE 142 III 204 E. 2.3.1). The commercial register ordinance also provides that the type of signing authority is to be registered (Art. 119 Abs. 1 lit. h HRegV), which, according to the Federal Supreme Court, corresponds to the type of exercise of representation (BGE 142 III 204 E. 2.3.2).
In practice, this means: If you want to change signing authority and set special combinations in the process, the formulation should be very careful. Unclear or contradictory formulations quickly lead to inquiries.
What does the commercial register office check?
The commercial register office primarily checks whether the formal requirements are met and whether the submitted documents support the requested change.
According to case law, the commercial register office has comprehensive examination power for formal registry law requirements. For substantive law questions, the examination is more limited. An entry is particularly to be rejected if it clearly and unambiguously contradicts the law (BGE 132 III 668 E. 3.1).
When changing signing authority, this means in practice: The commercial register office checks whether the registration is correctly signed, whether the legal entity is clearly identified, whether the resolution is formally sufficient, whether the personal details are complete, and whether the signature has been correctly deposited for new authorized signatories.
If you have the signing authority changed, it is therefore worth comparing the documents carefully before submitting them. The registration, the protocol, and the signature documents must reflect the same change without contradiction.
How long does the change take and how much does it cost?
The duration depends on the responsible commercial register office, the workload, and the quality of the documents.
Legally decisive is that the change is only registered after examination. In practice, with complete documents, it often takes a few working days to a few weeks. If documents are missing, signatures are not correctly certified, or registration and resolution do not match, the process is prolonged.
The fees are based on the Ordinance on Fees for the Commercial Register. The fee rates in the appendix of the ordinance are leading. In the event of extraordinary scope, special difficulty, or urgency, additional fees may apply.
If you need support with the topic of commercial register mutation, Jurata will be happy to help you at any time, for example via the service for mutations.
Frequently asked questions about changing signing authority
Does every change of signing authority have to go to the commercial register?
Yes. If the signing authority is entered in the commercial register, every change must also be entered (Art. 933 Abs. 1 OR). This affects new authorities, changed authorities, and deletions.
Does a new authorized signatory need a certified signature?
A newly registered person authorized to sign must deposit their handwritten signature with the commercial register office (Art. 21 Abs. 1 HRegV). Depending on the submission method, this can be done directly at the commercial register office, with a certified signature document, or electronically confirmed.
Can an outgoing person register their deletion themselves?
Yes. An outgoing person has the right to register the deletion of their entry (Art. 933 Abs. 2 OR). The commercial register ordinance confirms that affected persons can register the deletion of body members or representation powers themselves (Art. 17 Abs. 2 lit. a HRegV).
Can a joint signature be limited to specific persons?
Yes. The Federal Supreme Court has confirmed that joint signatures with specifically designated combinations can be registered in the commercial register (BGE 142 III 204 E. 2.3.2). A clear and contradiction-free formulation in the resolution and in the application is important.
