Representation of branch offices of foreign companies
A legal entity in another country (e.g. a PLC) is fundamentally entitled to open branch offices in Switzerland. This raises the question: how should this branch office be represented.
If a commercial organisation has its own local office and has staff acting independently in its name, then this is a branch office which must be recorded in the Commercial Register (Art. 935 Para 2 OR).
In accordance with Art. 935 Para 2 OR, in the case of this kind of branch office, an authorised person must be appointed, resident in Switzerland and with the right of legal representation. This authorised person must also be entered in the commercial register. The person authorised to represent the branch must (in accordance with prevailing teaching and practice) sign at least one power of attorney in accordance with Art. 458 ff. OR (cf. Power of Attorney and Proxy) Blog-Entry). A power of attorney as per Art. 462 OR is not sufficient. The authorised person must be able to handle all types of legal activities which may be involved in the operation of the branch. So this also includes unusual legal activities.
The single representative resident in Switzerland may not have joint power of signature. Joint power of signature is only possible when both representatives are resident in Switzerland (cf. Basel commentary on IPRG 3. edition, Basel 2013, Art. 160 N 17).
