Commercial register change: Obligation to change statutes and mutations
Commercial register changes are divided into statute changes (for corporations) and mutations (for partnerships). Statute changes must be publicly notarized.
Overview of Swiss commercial register changes
In the commercial register economic information of companies can be publicly viewed. Through this public accessibility legal certainty in commerce and trade can be ensured. If the company’s information it to be changed, you have to enter these changes in the commercial register as well (Art. 937 OR). Statutory amendments need to be notarized publicly where as mutations that can be done without a notary.
Statute amendments
The legal organization of the stock company (AG) and the limited liability company (GmbH) has to be notarized publicly. All amendments to these statutes must also be publicly recorded and entered into the commercial register (Art. 647 and 780 OR).
Statutes changes are in the following cases:
- Company (name of company) changes
- Change of headquarters
- Change the purpose of the company
- Increase of share capital
- Change of the legal form
- Mutations
Mutation
Mutations changes have to be entered in the register, but do not require a public notarization. The principal applies to the following mutations:
- Any changes in partnerships
- Personnel changes such as authorization rights of functions, signature rights changes and also changes in the residence of the registered persons with such rights.
- Transfer of ordinary shares in a GmbH
- Changes of company address within the same political community (headquarter remains the same)
Do you have questions about commercial register changes? Are you affected by a change? STARTUPS.CH offers online services for commercial register changes. We offer you a quick and effective service to change and certify your statutes and do your mutations.
