Commercial register entry in Switzerland explained: When you need it, how it works, and which documents are required

Anyone founding a business in Switzerland will sooner or later run into the Commercial Register. For some, the entry is merely an administrative step. For others, it is the moment when the company legally comes into existence.

For founders, it is therefore important to know when registration in the Commercial Register is mandatory, how the filing process works, and which documents must be prepared. Missing signatures, incomplete articles of association, or an inadequately proven legal domicile can quickly delay the registration.

What is the Commercial Register?

The Commercial Register is a public register of legally relevant facts about companies and other legal entities. It shows, for example, what a company is called, where it is domiciled, what purpose it pursues, and who may legally represent it. Legally, the purpose of the Commercial Register is to record and disclose such facts. It serves legal certainty and the protection of third parties (Art. 927 Abs. 1 OR).

That may sound dry, but it is very important in practice. Anyone entering into contracts with your company should be able to check whether the company exists and who is authorized to sign for it. The Federal Supreme Court therefore describes the Commercial Register as an instrument that creates transparency in business transactions and makes legally relevant facts publicly known (BGer 4A_64/2024 E. 3.3.7).

When is registration in the Commercial Register required?

Whether you must register in the Commercial Register depends mainly on the legal form.

For a sole proprietorship, a turnover threshold applies. If a natural person operates a business and achieved sales revenue of at least CHF 100'000 in the last financial year, they must register their sole proprietorship in the Commercial Register at the place of the branch office. Exempt are liberal professions and farmers, provided they do not operate a business run in a commercial manner (Art. 931 Abs. 1 OR). Anyone below this threshold may register voluntarily (Art. 931 Abs. 3 OR).

For a general partnership, registration is mandatory. The partners must register the partnership in the Commercial Register (Art. 552 Abs. 2 OR). The same applies to the limited partnership (Art. 594 Abs. 3 OR).

For a stock corporation or LLC, registration in the Commercial Register is even more important. A stock corporation acquires legal personality only upon registration in the Commercial Register (Art. 643 Abs. 1 OR). The same applies to the LLC: it is born as its own legal entity only with registration in the Commercial Register (Art. 779 Abs. 1 OR).

In short: a growing sole proprietorship must pay attention at the latest when it reaches the turnover threshold. An LLC or stock corporation does not yet legally exist as its own company without registration.

Why registration in the Commercial Register is more than bureaucracy

An entry in the Commercial Register creates trust. Anyone who is registered appears more tangible in business dealings. Banks, contractual partners, authorities, and customers can verify important information.

There is also a legal effect that is often underestimated. Once a fact has been entered in the Commercial Register, no one may in principle claim not to have known it (Art. 936b Abs. 1 OR). Conversely, a fact that must be registered but was not entered can in principle be raised against third parties only if it is proven that they knew about it (Art. 936b Abs. 2 OR).

For founders, this means: the register entry is not just a showcase. It affects what third parties may rely on and what your company effectively communicates to the outside world.

How does registration with the Commercial Register work?

Registration is generally based on a filing. The facts to be entered must be substantiated (Art. 929 Abs. 2 OR). The Commercial Register Ordinance governs the procedure, the filing, the supporting documents, electronic business transactions, and inspection (Art. 1 HRegV).

The filing must clearly identify the legal entity and state the facts to be entered or refer to the relevant supporting documents (Art. 16 Abs. 1 HRegV). It may be submitted on paper or electronically (Art. 16 Abs. 2 HRegV). In practice, the filing is made with the Commercial Register Office of the canton in which the company has its registered office or branch office.

In simple constellations such as sole proprietorships, the filing can often be prepared directly. For stock corporations and LLCs, a notarial deed of incorporation is additionally required. For these companies, registration in the Commercial Register therefore takes place only after the public deed of incorporation has been executed.

Signatures and notarizations: the frequent stumbling block

Commercial Register filings are not just about filling out a form. The filing must be signed correctly. If submitted on paper, it must either be signed at the Commercial Register Office or submitted with notarized signatures (Art. 18 Abs. 2 HRegV). Anyone signing directly at the office must prove their identity with a valid ID (Art. 18 Abs. 3 HRegV).

For electronic filings, a qualified electronic signature with a qualified electronic time stamp is required (Art. 18 Abs. 4 HRegV).

If an authorized signatory is entered, they must also file their handwritten signature with the Commercial Register Office. This can be done directly at the office, with a notarized paper document, or under certain conditions electronically (Art. 21 Abs. 1 HRegV).

For founders, this is a practical point: if the signatures are not properly notarized or not correctly deposited, the filing often stalls.

Which documents are needed for a sole proprietorship?

For a sole proprietorship, the documentation burden is comparatively manageable. Legally, the filing must clearly identify the legal entity and state the facts to be entered or refer to the supporting documents (Art. 16 Abs. 1 HRegV). The signatures must meet the formal requirements (Art. 18 HRegV). If an authorized signatory is entered, the signature must be deposited (Art. 21 HRegV).

In practice, you typically need a registration form, proof of identity, and a correctly notarized specimen signature. The Canton of Zurich, for example, names the registration, proof of identity, and a specimen signature as the documents required for the initial registration of a sole proprietorship.

Which documents are needed for an LLC?

For an LLC, the incorporation formalities are more extensive. Together with the application for registration of the incorporation, in particular the public deed concerning the act of incorporation and the articles of association must be submitted (Art. 71 Abs. 1 lit. a HRegV, Art. 71 Abs. 1 lit. b HRegV). If managing directors were elected, proof that they have accepted the election is required depending on the constellation (Art. 71 Abs. 1 lit. c HRegV).

If there is a statutory auditor, proof that the auditor has accepted the election must be submitted (Art. 71 Abs. 1 lit. d HRegV). In the case of cash contributions, a bank confirmation may be required showing at which bank the contributions are deposited, unless that bank is already named in the public deed (Art. 71 Abs. 1 lit. g HRegV).

The legal domicile is also important. If the company has its domicile with a domicile provider, a declaration is required stating that the company is granted a legal domicile at the place of its registered office (Art. 71 Abs. 1 lit. h HRegV).

If there are contributions in kind, set-off situations, or special benefits, additional requirements apply (Art. 71 Abs. 3 HRegV). In that case, incorporation becomes significantly more complex and should be carefully prepared.

Which documents are needed for a stock corporation?

For a stock corporation, the documents are similar, but tailored to the corporate structure. Together with the application for registration of the incorporation, the public deed concerning the act of incorporation and the articles of association must be submitted (Art. 43 Abs. 1 lit. a HRegV, Art. 43 Abs. 1 lit. b HRegV). In addition, proof is needed that the members of the board of directors have accepted their election (Art. 43 Abs. 1 lit. c HRegV).

If there is a statutory auditor, acceptance of the election must also be proven (Art. 43 Abs. 1 lit. d HRegV). Furthermore, the board of directors' minutes on its constitution, the chair, and the signing powers are required (Art. 43 Abs. 1 lit. e HRegV).

In the case of cash contributions, a bank confirmation may be necessary unless the bank is already named in the public deed (Art. 43 Abs. 1 lit. f HRegV). If the domicile is arranged through a domicile provider, a corresponding domicile declaration must be submitted (Art. 43 Abs. 1 lit. g HRegV).

Additional documentary requirements also apply to the stock corporation if there are contributions in kind, set-off situations, or special benefits (Art. 43 Abs. 3 HRegV).

What appears in the Commercial Register afterward?

The Commercial Register entry contains different information depending on the legal form.

For a stock corporation, the company name, enterprise identification number, registered office, legal domicile, legal form, date of the articles of association, purpose, share capital, members of the board of directors, persons authorized to represent the company, auditor or indication of waiver of audit, and the publication organ are entered, among other things (Art. 45 Abs. 1 HRegV).

For an LLC, the company name, enterprise identification number, registered office, legal domicile, legal form, date of the articles of association, purpose, capital, members, managing directors, persons authorized to represent the company, auditor or indication of waiver of audit, and the publication organ are entered, among other things (Art. 73 Abs. 1 HRegV).

These details are not just internal afterward. They become publicly visible and relevant in business dealings.

When is the entry public?

Entries are published electronically in the Swiss Official Gazette of Commerce (Art. 35 Abs. 1 HRegV). That is the moment when the entry becomes particularly visible for legal transactions.

This step is especially crucial for stock corporations and LLCs, because the company as its own legal person comes into existence only with registration in the Commercial Register (Art. 643 Abs. 1 OR, Art. 779 Abs. 1 OR).

What happens after the Commercial Register entry?

After registration, incorporation is not yet administratively finished. Depending on the situation, further steps follow, such as opening a bank account, bookkeeping, social security, VAT clarification, insurance, employment contracts, and internal registers.

Accounting is also important. The full duty to keep accounts and prepare financial statements applies, among others, to legal entities as well as to sole proprietorships and partnerships with sales revenue of at least CHF 500'000 in the last financial year (Art. 957 Abs. 1 OR). Smaller sole proprietorships and partnerships must at least keep records of income, expenses, and financial position (Art. 957 Abs. 2 OR).

This means that registration in the Commercial Register and bookkeeping obligations are related, but not identical. Especially for sole proprietorships, it is worth keeping both thresholds in view.

Summary

Registration in the Commercial Register is a key step for founders. For a sole proprietorship, it is generally mandatory once sales revenue reaches CHF 100'000 (Art. 931 Abs. 1 OR). General partnerships and limited partnerships must be registered (Art. 552 Abs. 2 OR, Art. 594 Abs. 3 OR). Stock corporations and LLCs come into existence as separate legal entities only with registration (Art. 643 Abs. 1 OR, Art. 779 Abs. 1 OR).

The process follows a clear pattern: prepare the documents, notarize or electronically sign the signatures correctly, submit the filing, await review by the Commercial Register Office, and publication in the SHAB. Which documents are required depends heavily on the legal form. Sole proprietorships usually need only a few documents. LLCs and stock corporations, by contrast, require the public deed, articles of association, proof relating to corporate bodies, capital, auditor, signing authority, and legal domicile.

Good preparation saves time. Anyone who is unsure should have the documents reviewed before filing, especially in the case of an LLC, stock corporation, contributions in kind, several founders, or a domicile address.