The Commercial Register
Anyone setting up their own company must first register it in the Commercial Register. The entry contains central information and enables third parties to obtain information about the various legal entities.
In Switzerland, almost everyone who starts a business must first register it in the Commercial Register before they can actually start their business.
What is the Commercial Register?
In short, the Commercial Register is a public and official register containing legal data on companies and other organisation under private law. It is a network of state-run databases managed by the cantons.
Where is the Commercial Register regulated?
The regulations relating to the Commercial Register are based on the Code of Obligations (Art. 927 pp. CO) and the Commercial Register Ordinance (ORC) of 17 October 2007. Each canton has (at least) one commercial register. The Confederation is responsible for the supervision and management of the central register (Central Business Names Index).
How is the commercial register structured?
The Commercial Register is structured as follows:
- Main register: list of all registered contents and also of those that have been deleted as well as those to be registered
- Daily register: list of all entries in chronological order
- Supporting documents: documents on which the entry is based with additional information
- Requisitions: non-public files of the commercial register office
Who must register in the commercial register?
In principle, all companies operating in a commercial form must register in the commercial register. This applies to:
- Sole proprietorships with an annual turnover of CHF 100,000 or more
- General partnerships
- Limited partnerships
- Public limited companies
- Partnerships limited by shares
- Limited liability companies
- Cooperative societies
- Associations carrying out a profit-making activity
- Foundations (except family and church foundations)
- Branches of foreign and Swiss companies
- Certain other organisations, such as non-commercial companies, are also allowed to register
What should be entered in the Commercial Register?
The commercial register contains basic information about a company, such as:
- The company name
- The year of foundation
- The registered office
- The purpose of the company
In addition, other information on the responsibility of the registered company is also mentioned:
- The partners, directors, managers and persons authorised to represent it
- The distribution of the capital
- The auditing body
What are the functions of the Commercial Register?
Registration in the commercial register makes it possible to apply the regulations on company protection and bankruptcy proceedings. In addition, the commercial register makes the legal situation of companies public and therefore transparent. The main functions of the commercial register are:
- Positive publicity effect: every entry in the Commercial Register is considered to be known. In business dealings, third parties cannot claim that they did not know about an entry in the commercial register.
- Negative publicity effect: third parties can rely on the contents entered in the Commercial Register – unless they know otherwise. If information should be entered and deleted, but is not, it cannot be relied upon against third parties (Art. 936b OR).
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