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Change the Registered Office of Your Swiss Company
Updated on Tuesday 04th June 2019 Rate this article
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Businessmen who have set up a company in Switzerland are entitled to make a set of changes regarding their local business after the legal entity was registered here. Some of the most common company changes refer to the modification of the company’s business form, amending the statutory documents, changing the company’s name or its registered office. Having a registered office for a Swiss business is a legal obligation that must be met during the process of company formation in Switzerland. The company’s official business address has to be registered with the local Commercial Registry, the entity that keeps track on any information concerning a local business and, if the business address is modified, the institution has to be notified on this change. Our team of consultants in company formation in Switzerland can provide an extensive presentation on the procedure of changing the registered office of a Swiss business.
What is a registered office in Switzerland?
The registered office of a company in Switzerland designates the exact location where the company can be contacted by its clients, partners and local institutions. It is also commonly known as the legal domicile. The exact meaning of a registered office in Switzerland is given by the Swiss Commercial Register Code, Article 2, Section C, which stipulates that that a registered office has to contain the following: the street where the office operates, the number, the postal code, as well as the city/town/county where it is located.
What are the legal obligations of Swiss investors when changing the address?
In the situation in which the company will change its business address to due various reasons (relocating to a larger/smaller office, relocating the business into another Swiss canton that provides better market conditions), the owners of the company have a set of legal obligations; our team of consultants in company registration in Switzerland can provide an extensive presentation on the rules that have to be considered in this case. Some of the most important aspects are presented below:
- • amend the company’s statutory documents, by providing information on the new registered office;
- • the articles of association of a Swiss business have to contain information on the company’s official address and once this aspect is modified, the change has to be reflected in this founding document;
- • the company has to notify the Commercial Registry located in the canton where the business is incorporated;
- • this is a legal obligation for all types of company changes, including on the modification of the registered office in Switzerland;
- • provided that the investors do not inform the Commercial Registry on the modification of the business address, they can face various penalties;
- • the penalties applicable in this case are prescribed by the Swiss Code of Obligations, Article 937.
The company can face penalties due to the fact that during the procedure of Swiss company formation, one of the information that has to be offered to the Commercial Registry refers to the company’s official address. As long as the institution holds this information, the investors are legally required to notify as soon as possible on any amendments of the data the Commercial Registry holds on the respective Swiss legal entity.
It is necessary to know that if the investors do not provide updated information on any amendments regarding the company’s data, including for its new registered office, the provisions of the Swiss Criminal Code will apply. More exactly, the Article 153 of the Code will be imposed on the company’s representatives, which can lead to imprisonment of a fine.
It is also important to mention that the Commercial Registry does not verify if the data provided by a company is updated and this means that the owner of the business must make all the necessary arrangements to provide real information on any of the entries registered with the institution.
This is given by the fact that the Swiss Civil Code, Article 9, requires Swiss businesses to make their entries to the Commercial Registry by offering authenticated documents or updated extracts from the company’s documents, which state that the respective information is true. When opening a company in Switzerland, investors also have to submit the company’s incorporation documents as an authenticated version, and thus, any modification on the original text must be immediately registered with the institution.
In practice, however, Swiss companies often experience a short delay in providing such data. Investors are invited to contact our team of specialists in company registration in Switzerland for more information on any other inquiry regarding the change of the registered address of a Swiss business.
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