What is a change to the commercial registry?
A change to the commercial registry is the modification of an existing commercial registry entry. Legally, the principle applies: if a fact is registered in the commercial registry, any change to this fact must also be registered (Art. 933 Abs. 1 OR).
The commercial registry is intended to make reliable information about companies publicly accessible. Therefore, entries must be true and must not deceive (Art. 929 Abs. 1 OR). Anyone requesting an entry or change must register it and provide proof with the necessary supporting documents (Art. 929 Abs. 2 OR).
In practical terms, this means: as soon as a registered piece of information changes, you should check whether a notification to the commercial registry office is necessary. This particularly affects details on which business partners, authorities, banks, or creditors rely.
When do you have to report a change in the commercial registry?
A change to the commercial registry is necessary if an already registered fact is no longer correct. This can affect the name, the registered office, the address, the purpose, executive bodies, signing authorities, or other publicly visible details.
Typical cases are a new business address, a new registered office, a changed company name, a new board of directors, a change in management, a change in signing authority, or an amendment to the articles of association.
The effect of the commercial registry on third parties is important. If a fact has been entered, as a general rule, no one can plead that they did not know it (Art. 936b Abs. 1 OR). Conversely, a fact subject to registration that has not been registered can only be invoked against third parties if it is proven that they knew about it (Art. 936b Abs. 2 OR). Outdated commercial registry details are therefore not only an administrative problem, but can also cause legal disadvantages in business transactions.
How does a change to the commercial registry work?
The process of a change to the commercial registry usually follows the same basic pattern. First, it is clarified which change is to be registered and whether a resolution, minutes, an amendment to the articles of association, or a public notarization is required for this.
The documents are then prepared. The registration 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 principle, persons with signing authority in accordance with their signing authority or an authorized third party can register (Art. 17 Abs. 1 HRegV). The registration must be signed (Art. 18 Abs. 1 HRegV). If it is submitted on paper, it must be signed at the commercial registry office or submitted with certified signatures (Art. 18 Abs. 2 HRegV).
If a new person with signing authority is registered, they must deposit their signature at the commercial registry office or submit a certified copy (Art. 21 Abs. 1 HRegV). If the change is based on a resolution of a body, in many cases minutes, an extract of the minutes, or a circular resolution are required (Art. 23 Abs. 1 HRegV).
After submission, the commercial registry office checks whether the registration and supporting documents are legally correct and contain the prescribed content (Art. 937 OR). Only when the review is positive will the change be registered.
Which documents do you need?
The necessary documents depend heavily on the type of change and the legal form. For a simple change of address, fewer documents are often sufficient than for an amendment to the articles of association of a stock corporation or LLC.
In the case of changes to personnel, a registration, a resolution or extract from the minutes, and, if applicable, a certified signature are typically required. In the case of a change to the company name, the registered office, or the purpose, the articles of association are often affected. If the articles of association are amended, a complete new version must be submitted to the commercial registry office (Art. 22 Abs. 3 HRegV). In the case of stock corporations and LLCs, the articles of association must also be certified by a notary (Art. 22 Abs. 4 HRegV).
In the case of relocation of the registered office to another registry district, the legal entity must be registered at the new registered office (Art. 123 Abs. 1 HRegV). If the articles of association of legal entities have to be amended, the resolution of amendment and a certified copy of the new articles of association must be submitted (Art. 123 Abs. 2 lit. b HRegV).
How much does a change to the commercial registry cost?
In practice, the costs of a change to the commercial registry usually consist of official fees, certification or notary costs, and any costs for preparing the documents.
The obligation to pay fees arises from the law: anyone who causes a decision by a commercial registry authority or claims a service must pay a fee (Art. 941 Abs. 1 OR). For assessment, the fee ordinance refers to the rates in the appendix (Art. 3 Abs. 1 GebV-HReg). If no fixed rate is provided or if a fee framework applies, billing is based on time spent. Depending on the required expertise, the hourly rate is CHF 100 to CHF 250 (Art. 3 Abs. 2 GebV-HReg). In cases of special urgency or extraordinary effort, a surcharge of up to 50 percent may be charged (Art. 3 Abs. 3 GebV-HReg).
Official cantonal fee overviews show that simple changes are often relatively cheap. The Canton of Zurich, for example, lists fees for changes to personal details, functions, signing authorities, or legal domicile in low two-digit amounts, while supporting documents, certifications, or other services may cost extra (Gebührenübersicht des Kantons Zürich).
It regularly becomes more expensive when public notarization is required, for example, for an amendment to the articles of association. In this case, in addition to the official fees, notary costs and, if applicable, costs for legal preparation are also incurred.
How long does a change to the commercial registry take?
The duration depends on the canton, the type of change, and the quality of the documents. A simple, fully prepared change can often be completed within a few working days to around two weeks. More complex procedures, public notarizations, queries from the commercial registry office, or missing supporting documents prolong the process.
In practice, the most time is not always lost at the office, but beforehand: signatures must be obtained, minutes correctly drawn up, articles of association adapted, and certifications organized. Anyone who prepares the documents properly speeds up the registration significantly.
Which typical cases are particularly common?
The most common change to the commercial registry concerns personnel and signing authorities. In the case of a stock corporation, this could be, for example, a new member of the board of directors. In the case of an LLC, it often concerns managing directors, shareholders, or signing authorities. If persons resign, they have the right to register the deletion of their entry themselves under certain conditions (Art. 933 Abs. 2 OR).
Address changes are also very common. A distinction must be made between whether only the legal domicile changes within the same municipality or whether the statutory seat is affected. A change of registered office can trigger an amendment to the articles of association and thus become more costly.
Other typical cases are changes of company name, changes of purpose, capital changes, transfers of shares in LLCs, changes of the auditing organ, opting-out declarations, or the liquidation of a company.
If you need assistance with the topic of changes to the commercial registry, Jurata is happy to help you at any time: Mutationen.
What happens if you do not register a change?
If an amendment subject to registration is not registered, the commercial registry office can request those involved to fulfill the obligation to register and set them a deadline (Art. 938 Abs. 1 OR). If they do not comply with the request, the office can make the prescribed entry officially (Art. 938 Abs. 2 OR).
In addition, an administrative fine of up to CHF 5,000 may be threatened if a person fails to fulfill the registration obligation within the deadline despite being requested and warned of the penalty (Art. 940 OR).
The distinction between a real change and a mere correction is also important. The Federal Supreme Court states that a change to registered facts in accordance with Art. 933 Abs. 1 OR is necessary if the facts on which the entry is based have changed. Such a change is a form of entry, takes place via a new registration and goes through the ordinary entry procedure (BGer 4A_109/2023 E. 3.2.1).
This must be distinguished from the correction in accordance with Art. 27 HRegV. It only affects the commercial registry office's own editorial and clerical errors and is narrowly limited. Therefore, companies cannot freely
