Anyone who starts a business in Switzerland will sooner or later stumble upon the Commercial Register. For some, the entry is merely an administrative step. For others, it is the moment in which the company legally comes into existence.
For founders in particular, it is therefore important to know when a Commercial Register entry is mandatory, how the registration process works, and which documents need to be prepared. This is because missing signatures, incomplete articles of association, or an incorrectly proven registered office can quickly delay registration.
What is the Commercial Register?
The Commercial Register is a public register of legally relevant facts concerning companies and other legal entities. It shows, for example, what a company is called, where its registered office is located, what purpose it pursues, and who is legally authorized to 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 sounds dry, but is practically very important. Anyone who enters into contracts with your company should be able to check whether this company exists and who is authorized to sign on its behalf. The Federal Supreme Court therefore describes the Commercial Register as an instrument that creates transparency in business transactions and makes legally significant facts publicly known (BGer 4A_64/2024 E. 3.3.7).
When is a Commercial Register entry required?
Whether you need to register in the Commercial Register depends primarily on the legal form.
For a sole proprietorship, a sales threshold applies. If a natural person runs a commercial business and has generated 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 establishment. Exempted are liberal professions and farmers, provided they do not run a commercial business conducted in a businesslike manner (Art. 931 Abs. 1 OR). Anyone who remains below this threshold is free to register voluntarily (Art. 931 Abs. 3 OR).
For a general partnership, registration is mandatory. The partners must have the company registered in the Commercial Register (Art. 552 Abs. 2 OR). The same applies to the limited partnership (Art. 594 Abs. 3 OR).
In the case of an stock corporation or LLC, the Commercial Register entry is even more important. The stock corporation only obtains its legal personality upon registration in the Commercial Register (Art. 643 Abs. 1 OR). The same applies to the LLC: it is born as a separate legal entity only upon registration in the Commercial Register (Art. 779 Abs. 1 OR).
In short: a growing sole proprietorship must pay attention at the sales limit at the latest. An LLC or stock corporation does not legally exist as an independent company without registration.
Why the Commercial Register entry is more than bureaucracy
A Commercial Register entry creates trust. Anyone who is registered appears more tangible in business dealings. Banks, contractual partners, authorities, and customers can verify important information.
In addition, there is a legal effect that is often underestimated. Once a fact has been entered in the Commercial Register, in principle no one can object that they did not know it (Art. 936b Abs. 1 OR). Conversely, a fact subject to registration that has not been entered can generally only be invoked against third parties if it is proven that they were aware of it (Art. 936b Abs. 2 OR).
For founders, this means: the register entry is not simply a shop window. It influences what third parties are entitled to rely on and what your company communicates effectively to the outside world.
How does the registration with the Commercial Register work?
Registration is generally based on an application. The facts to be registered must be proven by evidence (Art. 929 Abs. 2 OR). The Commercial Register Ordinance regulates the procedure, the application, the supporting documents, electronic business transactions, and public inspection (Art. 1 HRegV).
The application must clearly identify the legal entity and state the facts to be registered or refer to the corresponding supporting documents (Art. 16 Abs. 1 HRegV). It can be submitted on paper or electronically (Art. 16 Abs. 2 HRegV). In practice, registration is submitted to the Commercial Registry Office of the canton in which the company has its registered office or branch.
In simple configurations such as sole proprietorships, the application can often be prepared directly. For stock corporations and LLCs, an additional notarized act of incorporation is required. For these companies, the Commercial Register entry therefore only takes place after the public notarization of the incorporation.
Signatures and notarizations: the common stumbling block
Commercial Register registrations are not just about filling out a form. The application must be correctly signed. If it is submitted on paper, it must either be signed at the Commercial Registry Office or submitted with certified 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).
Electronic registrations require a qualified electronic signature with a qualified electronic time stamp (Art. 18 Abs. 4 HRegV).
In addition, when a person authorized to sign is registered, they must deposit their handwritten signature with the Commercial Registry Office. This can be done directly at the office, with a certified 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 certified or not correctly deposited, the registration often remains stalled.
What documents does a sole proprietorship need?
In the case of a sole proprietorship, the documentation effort is relatively manageable. Legally, the application must clearly identify the legal entity and state the facts to be registered 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 registered, the signature must be deposited (Art. 21 HRegV).
In practice, you typically need an application form, a proof of identity, and a correctly certified signature specimen. For example, the Kanton Zürich lists the application, a proof of identity, and a signature specimen as the required documents for the new registration of a sole proprietorship.
What documents does an LLC need?
In the case of an LLC, the foundation is more formal. The application for registration of the incorporation must, in particular, be accompanied by the public deed of incorporation and the articles of association (Art. 71 Abs. 1 lit. a HRegV, Art. 71 Abs. 1 lit. b HRegV). If managing directors have been elected, proof of their acceptance of election is required depending on the constellation (Art. 71 Abs. 1 lit. c HRegV).
If a statutory auditors office is required by law, proof of acceptance of election by the statutory auditors must be submitted (Art. 71 Abs. 1 lit. d HRegV). In the case of cash contributions, a bank certificate may be required showing the bank with which the contributions have been deposited, unless this 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 facts, or special privileges, additional requirements apply (Art. 71 Abs. 3 HRegV). In these cases, the incorporation becomes significantly more complex and should be prepared carefully.
What documents does a stock corporation need?
For a stock corporation, the documents are similar but tailored to the structure under corporate law. The application for registration of the incorporation must be accompanied by the public deed of incorporation and the articles of association (Art. 43 Abs. 1 lit. a HRegV, Art. 43 Abs. 1 lit. b HRegV). In addition, proof is required that the members of the board of directors have accepted their election (Art. 43 Abs. 1 lit. c HRegV).
If a statutory auditors office is required by law, proof of its acceptance of election must also be provided (Art. 43 Abs. 1 lit. d HRegV). Furthermore, the minutes of the board of directors meeting regarding its constitution, presidency, and signing powers are required (Art. 43 Abs. 1 lit. e HRegV).
In the case of cash contributions, a bank certificate may be required, unless the bank is already named in the public deed (Art. 43 Abs. 1 lit. f HRegV). If the domicile is provided via a domicile provider, a corresponding declaration of domicile must be submitted (Art. 43 Abs. 1 lit. g HRegV).
For stock corporations as well, additional evidence requirements apply if there are contributions in kind, set-off facts, or special privileges (Art. 43 Abs. 3 HRegV).
What is shown in the Commercial Register afterwards?
The commercial register entry contains different details depending on the legal form.
For a stock corporation, details such as company name, business identification number, registered office, legal domicile, legal form, date of articles of association, purpose, share capital, members of the board of directors, persons authorized to represent the company, the statutory auditors or a note on the waiver of an audit, and the official publication organ are entered (Art. 45 Abs. 1 HRegV).
For an LLC, details such as company name, business identification number, registered office, legal domicile, legal form, date of articles of association, purpose, share capital, shareholders, managing directors, persons authorized to represent the company, the statutory auditors or a note on the waiver of an audit, and the official publication organ are entered (Art. 73 Abs. 1 HRegV).
These details are not just internal afterwards. They become publicly visible and relevant in business transactions.
When is the entry public?
Registrations are published electronically in the Swiss Official Gazette of Commerce (Art. 35 Abs. 1 HRegV). This is the moment when the entry becomes particularly visible for legal transactions.
Especially for stock corporations and LLCs, this step is crucial because the company only comes into existence as a separate legal entity upon registration in the Commercial Register (Art. 643 Abs. 1 OR, Art. 779 Abs. 1 OR).
What happens after the Commercial Register entry?
After registration, the incorporation is not yet finished administratively. Depending on the situation, further steps follow such as bank account, accounting, social security, VAT assessment, insurance, employment contracts, and internal registers.
Accounting is also important. The full duty to keep accounts and file financial reports applies, among others, to legal entities as well as to sole proprietorships and partnerships with at least CHF 500'000 sales revenue in the last financial year (Art. 957 Abs. 1 OR). Smaller sole proprietorships and partnerships must at least keep accounts of receipts and expenditures as well as of their financial position (Art. 957 Abs. 2 OR).
This means that the Commercial Register entry and the accounting obligations are connected, but not identical. Especially for sole proprietorships, it is worth keeping both thresholds in mind.
Summary
The Commercial Register entry is a central step for founders. For sole proprietorships, it generally becomes mandatory starting at a sales revenue of 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). LLCs and stock corporations ONLY come into existence as separate legal entities upon registration (Art. 643 Abs. 1 OR, Art. 779 Abs. 1 OR).
The process follows a clear pattern: prepare documents, correctly certify or electronically sign signatures, submit application, wait for examination by the Commercial Registry Office, and publication in the SHAB. Which documents are required depends heavily on the legal form. Sole proprietorships usually need few documents. LLCs and stock corporations, on the other hand, require a public deed, articles of association, proof regarding corporate bodies, capital, statutory auditors, signing powers, and legal domicile.
Those who prepare cleanly save time. Anyone who is unsure should have the documents reviewed prior to submission, especially in the case of LLCs, stock corporations, contributions in kind, multiple founders, or a domicile address.
