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How to Make Changes to Your Swiss Company
Updated on Tuesday 14th May 2019 Rate this article
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There are a number of changes an investor can make to his or her company in Switzerland throughout the business’ lifetime. Such changes can refer to the company’s trading name, modifying various provisions of the company’s statutory documents, modifying the ownership structure or even changing the company’s legal structure. Our team of consultants in company formation in Switzerland can provide an extensive presentation on all the types of changes that can be brought to a Swiss company and can also inform on the procedures necessary in each case, their duration, the fees that can be associated with such procedures or the documents that have to be submitted with the local authorities.
What are the most common changes brought to Swiss companies?
In practice, there are several types of common changes that can be brought to a Swiss company, which are regulated under the local commercial legislation. For each particular change, specific procedures have to be followed, as prescribed by each competent authority. Our team of consultants in company registration in Switzerland can assist with advice on the following common changes:
- • amendments regarding the company’s statutory documents (articles of association);
- • such changes can refer to changing the company’s trading name, changing the official business address or modifying the company’s objects of activity;
- • changes regarding the company’s representatives – they can refer to new information on the persons’ address or their function within the company;
- • discharge of a company representative and appointing a new person;
- • transfers of ownership (by selling or buying company shares).
In the case of a corporate body, another type of change investors are allowed to make refers to the change of the company’s capital. Our team of Swiss company formation specialists can provide legal assistance on the procedure of increasing the company’s minimum share capital.
Where can one register company changes in Switzerland?
The modifications that are brought to a Swiss company have to be registered with the local authorities. When opening a company in Switzerland, the information concerning the respective company is registered with the Commercial Register, the same institution where investors have to announce any given change regarding the company (the local legislation requires that basic company details have to be publicly viewed).
The Swiss legislation distinguishes between statute changes and mutations, the latter referring to Swiss businesses registered as partnerships. The difference between the two relies on the parties that have to acknowledge such changes. For instance, in the case of statute changes, a public notary in Switzerland will be involved, while in the case of mutations, the modification can be registered with the Commercial Registry without the need of notarizing certain documents with a notary.
What types of changes are available for Swiss partnerships?
Businesses registered in Switzerland can also take the form of partnerships. Such entities also have the right to modify different corporate aspects and the Swiss law refers to them as mutations, as we presented above. In a Swiss partnership, partners can make the following changes: signature rights changes, modifications on the persons who are authorized to perform specific tasks or changes regarding the residency of those who received authorization for such tasks. Changes to Swiss partnerships can also refer to the modification of the business’ official address.
What is the law on Swiss company changes?
The main rule of law that regulates the changes that can be brought to Swiss businesses is the Code of Obligations. The legislation stipulates that businessmen are legally required to announce the Commercial Registry on any of the updates on the original information registered on the company (Article 937).
Businessmen must also be aware that, by not complying with the applicable law (by not submitting information on a modification or by providing untrue details) they can be charged under the Article 153 of the Swiss Criminal Code, which can result in imprisonment or the payment of a fine.
Another change that has to be registered with the Commercial Register refers to the company’s legal entity. Companies are allowed to modify their legal entity and the Swiss legislation stipulates in which situation this procedure can be done and from what business forms investors can choose, depending on the current legal entity.
In order to do so, there are a set or prior procedures that must be followed and investors can contact our team of specialists in company registration in Switzerland for advice on this matter. Our representatives can advise on any other types of changes available for Swiss businesses.
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Being a member of BridgeWest legal network, I had the pleasure to work with colleagues at CompanyFormationSwitzerland.com. They handled successfully numerous company formation cases for my clients interested in starting businesses in Switzerland.
Mihai Cuc, Partner of MHC Law Firm