What Does a Change of a Company’s Registered Address Mean?
A change of registered address means that the address of a company recorded in the Commercial Register is changed. The legal domicile is the address at which a legal entity can be reached at its registered office. The street, building number, postal code and town are recorded in the Commercial Register (Art. 117 para. 2 HRegV).
The registered office, by contrast, is the political municipality in which the company is registered (Art. 117 para. 1 HRegV). This is why not every relocation is treated in the same way from a legal perspective.
If a limited liability company moves from Bahnhofstrasse 1 to Hauptstrasse 10 within the same municipality, only its address at the existing registered office changes. However, if the same company moves from Zurich to Winterthur, its registered office changes. This is particularly relevant for a corporation or limited liability company because the registered office must be stated in the articles of association (Art. 626 para. 1 no. 1 OR and Art. 776 no. 1 OR).
The most important rule of thumb is: A simple change of registered address is generally easier and less expensive than relocating the registered office. As soon as the political municipality changes, legal entities will generally require an amendment to their articles of association.
When Must a Change of Registered Address Be Recorded in the Commercial Register?
A change of registered address must be recorded in the Commercial Register whenever the company’s registered address changes. The Commercial Register application must clearly identify the legal entity and specify the facts to be registered (Art. 16 para. 1 HRegV).
In practice, this mainly concerns the following situations: The company moves into new business premises, changes from a c/o address to its own offices, replaces its existing domicile provider or relocates its registered office to another municipality.
Merely notifying the tax authorities, the AHV compensation office or the postal service is not sufficient. The decisive step is filing the change with the competent Commercial Register office. This is important because the Commercial Register publicly shows where the company can legally be reached.
Anyone who registers the change too late or fails to register it altogether risks unpleasant consequences. If a company no longer has a valid legal domicile at its registered office, this may constitute an organisational deficiency in the case of a corporation (Art. 731b para. 1 no. 5 OR).
What Is the Difference Between the Legal Domicile and the Registered Office?
The legal domicile is the specific address. The registered office is the political municipality. This distinction determines how complex the change will be.
In the case of a simple change of registered address within the same municipality, the registered office remains unchanged. As a rule, only the new address needs to be registered in the Commercial Register. This is the simpler situation.
When the registered office is relocated, the political municipality changes. This means that not only is a new street address entered, but the company’s legal registered office is also moved. If the company moves to another Commercial Register district, it must apply for registration at its new registered office (Art. 123 para. 1 HRegV). The Commercial Register office at the new registered office decides on the registration and informs the previous Commercial Register office so that the old entry can be deleted (Art. 123 para. 3 HRegV).
When a registered office is relocated, the registration at the new registered office and the deletion at the previous registered office must be coordinated. Both are entered in the daily register on the same day (Art. 124 para. 1 HRegV).
The distinction is particularly important for a corporation or limited liability company. Since the registered office must be included in the articles of association, relocating it to another municipality generally requires a formal resolution and amended articles of association (Art. 626 para. 1 no. 1 OR and Art. 776 no. 1 OR).
How Does a Change of Registered Address Work?
The process depends on whether only the address at the same registered office is changing or whether the registered office is being relocated to another municipality.
In the case of a simple change of legal domicile, the new address is registered with the Commercial Register office. The application must clearly identify the company, include the new address and be properly signed (Art. 16 para. 1 HRegV). In principle, the application may be submitted by one or more persons authorised to sign, in accordance with their signing authority, or by an authorised third party (Art. 17 para. 1 HRegV).
If the application is submitted on paper, it must either be signed at the Commercial Register office or submitted with notarised signatures. Notarisation is not required in certain cases, including where the signatures have already been submitted in notarised form for the same legal entity (Art. 18 para. 2 HRegV). Electronic applications are also possible, but they must be signed using a qualified electronic signature (Art. 18 para. 4 HRegV).
For a c/o address, an additional declaration from the domicile provider is required. This follows directly from the Commercial Register Ordinance: If a legal entity uses a c/o address as its legal domicile, a declaration from the domicile provider must be submitted with the application (Art. 117 para. 3 HRegV).
The process is more formal when the registered office is relocated. If the registered office is moved to another Commercial Register district, the company must register the relocation at the new registered office (Art. 123 para. 1 HRegV). If the articles of association of a legal entity must be amended, the resolution approving the amendment and a certified copy of the new articles of association must be submitted (Art. 123 para. 2 lit. b HRegV). In addition, the HRegV requires notarised signatures from the persons submitting the application (Art. 123 para. 2 lit. c HRegV).
Only once the Federal Commercial Registry Office has approved the registration does it forward the entry to the Swiss Official Gazette of Commerce. The registration becomes effective upon electronic publication in the SOGC (Art. 34 HRegV).
Which Documents Are Required for a Change of Registered Address?
For a simple change of registered address, you generally need a Commercial Register application containing information about the company and its new address. Depending on the canton and the circumstances, the Commercial Register office may request additional evidence, such as a rental agreement or confirmation that the company can actually be reached at the new address.
If the company uses a c/o address, the declaration of acceptance from the domicile provider is particularly important. Without this declaration, the Commercial Register office cannot simply treat the address as the company’s own address. If circumstances create the impression that an address is a c/o address even though it has not been declared as such, the Commercial Register office may request a declaration from the domicile provider or evidence that the company has its own address (Art. 117 para. 4 HRegV).
When the registered office of a corporation or limited liability company is relocated, additional documents are typically required. These include the resolution approving the amendment to the articles of association, the amended articles of association and the notarised signatures of the persons submitting the application (Art. 123 para. 2 lit. b HRegV and Art. 123 para. 2 lit. c HRegV). Since amendments to the articles of association of corporations are generally publicly notarised in practice, additional notarial costs will arise.
If you do not wish to prepare the change yourself, a service provider can assist you in compiling the necessary documents. If you need support with Commercial Register amendments, Jurata will be happy to assist you at any time.
How Much Does a Change of Registered Address Cost?
The cost of changing a registered address depends largely on whether only the legal domicile is being changed or whether the registered office must also be relocated and the articles of association amended.
According to the official federal information on changing a company’s registered office or address, the Commercial Register fee for entering, changing or deleting the legal domicile is CHF 30.
The costs of a simple change of registered address within the same municipality therefore generally remain manageable. It becomes more expensive if the registered office must also be relocated or the articles of association amended. In such cases, Commercial Register fees, certification fees, notarial fees and possibly costs for preparing or amending the documents may be added.
The difference in cost is particularly significant for corporations and limited liability companies. A simple address change is generally a minor Commercial Register procedure. By contrast, relocating the registered office to another municipality will usually require an amendment to the articles of association because the registered office must be included in them (Art. 626 para. 1 no. 1 OR and Art. 776 no. 1 OR).
As a rough guide, you should expect the following cost components: The Commercial Register fee for a simple change of registered address is often CHF 30. Additional fees and certification costs apply to relocations of the registered office and amendments to the articles of association. Corporations and limited liability companies may also incur notarial fees. If an external provider prepares the amendment, its service fees will be added. For general Commercial Register costs, the federal government also provides an overview of chargeable Commercial Register entries.
How Long Does a Change of Registered Address Take?
A simple change of registered address can be completed relatively quickly if the application is complete and all signatures have been submitted correctly. In practice, however, the processing time depends on the competent Commercial Register office, its workload and the quality of the submitted documents.
Relocating the registered office generally takes longer. This is because the new and previous Commercial Register offices must coordinate the process. The Commercial Register office at the new registered office decides on the registration and instructs the previous Commercial Register office to delete the old entry (Art. 123 para. 3 HRegV). The relocation of the registered office and the deletion at the previous registered office must be entered in the daily register on the same day (Art. 124 para. 1 HRegV).
If documents are missing, signatures are incorrect or the new address has not been properly documented, the process will be delayed. Follow-up questions are particularly common in connection with c/o addresses, unclear domicile confirmations or signatures that have not been properly notarised.
Which Mistakes Should You Avoid?
The most common mistake is confusing a change of registered address with a relocation of the registered office. Anyone who registers only an address change even though the company is moving to another political municipality may submit the wrong documents.
A second mistake is using an unclear c/o address. If the company does not have its own business premises, the domicile provider must be named and must provide a declaration of acceptance (Art. 117 para. 3 HRegV). Without this declaration, the Commercial Register office may object to the application.
A third mistake concerns the signatures. The application must be signed by the responsible persons (Art. 17 para. 1 HRegV and Art. 18 para. 1 HRegV). For relocations of the registered office, the HRegV also requires notarised signatures from the persons submitting the application (Art. 123 para. 2 lit. c HRegV).
Finally, the change of registered address should not be prepared long after the company has moved. If the company can no longer be reached at the address recorded in the Commercial Register, this may result in formal requests from the Commercial Register authorities and, in extreme cases, organisational problems. In the case of a corporation, the absence of a valid legal domicile may constitute an organisational deficiency (Art. 731b para. 1 no. 5 OR).
Conclusion on Changing a Registered Address
A change of registered address in Switzerland is generally straightforward to plan, provided you first determine whether only the address or also the company’s registered office is changing. If the company remains in the same municipality, the administrative effort is usually limited. If the political municipality changes, the procedure becomes more formal and, in the case of a corporation or limited liability company, will generally involve an amendment to the articles of association.
As far as costs are concerned, a simple change of legal domicile is inexpensive. The procedure becomes more expensive when the registered office is relocated or when certification, public notarisation and external support are required. Anyone who prepares the documents correctly, selects the appropriate type of change and obtains the correct signatures can avoid delays and additional costs.
Frequently Asked Questions About Changing a Registered Address
Must Every Change of Registered Address Be Recorded in the Commercial Register?
Yes. If the company’s address recorded in the Commercial Register changes, the new address must be registered. The legal domicile is the address at which the legal entity can be reached at its registered office (Art. 117 para. 2 HRegV).
Is a Change of Registered Address the Same as Relocating the Registered Office?
No. A change of registered address concerns the specific address. A relocation of the registered office concerns the political municipality. If the company moves to another Commercial Register district, it must apply for registration at the new registered office (Art. 123 para. 1 HRegV).
Do I Always Need a Notary for a Limited Liability Company?
Not always. A simple address change within the same municipality does not normally require an amendment to the articles of association. However, if the registered office of the limited liability company changes, this affects its statutory registered office. The registered office must be included in the articles of association of the limited liability company (Art. 776 no. 1 OR).
What Happens if the Company No Longer Has a Valid Legal Domicile?
This can have serious consequences. In the case of a corporation, the absence of a legal domicile may constitute an organisational deficiency (Art. 731b para. 1 no. 5 OR). The company should therefore always ensure that it can be reached at the address recorded in the Commercial Register.
