Commercial register: How does it work?

But how is this trust established in a practical, verifiable way? The answer lies within an institution that acts as the official library of Swiss enterprise: the commercial register Switzerland. Think of it as a grand, public library where every legitimate business has its own book on the shelf. This book tells a clear, legally binding story about who the company is, what it does, and who is behind it. 

The purpose of the swiss commercial register is to make key information about every business entity accessible to anyone. This transparency is fundamental to the health of the economy. It allows potential clients, partners, and investors to verify that a company is real, solvent, and legally constituted before they engage in any dealings. This guide will walk you through how this essential system wor

What is the Swiss commercial register? 

At its core, the swiss commercial register is the official, government-maintained database of all registered business entities in the country. It is not just a simple list; it is a comprehensive archive that provides legal identity to each company. When a business is entered into the register, it moves from being just an idea to becoming a formal legal entity with recognised rights and obligations. 

This central database functions as the definitive swiss company register, containing the vital statistics of every incorporated business. You can think of this swiss business register as the master catalogue for the entire library of Swiss commerce. Whether you are looking for details on a large corporation or a small local GmbH, this swiss register of companies is the single source of truth, ensuring that the facts about a business are not left to hearsay or marketing claims, but are recorded in a public and legally reliable manner. Its existence ensures that anyone can look up the “story” of a company and make informed decisions based on verified facts. 

Why is company registration important in Switzerland? 

The act of company registration is far more than a bureaucratic formality; it is the moment a business is truly born in the eyes of the law. In Switzerland, the entry into the company register has what is known as a “constitutive effect.” This means that for most company types, such as a Limited Liability Company (GmbH) or a Corporation (AG), the company does not legally exist until its name appears in the register. 

This process is critical for several reasons: 

• Legal certainty and existence: Registration provides undeniable proof that a company is a legitimate legal entity. This allows it to enter into contracts, open bank accounts, and own property in its own name. Without it, the founders would be acting as private individuals, personally liable for all actions. 

• Building trust and credibility: Imagine you are about to sign a major contract with a new supplier. How can you be sure they are a legitimate operation? By looking them up in the Switzerland business register. Registration signals to the world that your business is serious, transparent, and compliant with Swiss law. This credibility is invaluable when building relationships with customers, banks, and partners. 

• Protection of the company name: Once your company’s name is accepted and entered into the swiss corporate registry, it is legally protected throughout Switzerland. This prevents other businesses from registering with the same or a confusingly similar name, protecting your brand identity from day one. 

Public Transparency: The register ensures that key information is available to the public. This transparency holds businesses accountable and reduces the risk of fraud, creating a safer and more predictable environment for everyone to operate in. 

Who maintains the commercial register in Switzerland? 

You might imagine the Switzerland company registry as one enormous central office, but the system is actually a sophisticated blend of cantonal administration and federal oversight. Think of it as a national library system with local branches. 

The day-to-day work of maintaining the register is handled by the cantonal Commercial Register Offices. Each of Switzerland’s 26 cantons has its own office, which acts as the local “librarian.” These offices are responsible for examining applications for registration, verifying the legality of the documents, entering new companies into the database, and processing any subsequent changes. This decentralised structure ensures that the process is managed by local authorities who are familiar with the regional business landscape. 

While the cantons manage the operational side, the federal government provides the framework and supervision. The Federal Commercial Registry Office (FCRO) ensures that the law is applied uniformly across all cantons. 

Connecting all these cantonal branches is a central electronic database known as Zefix. This is the master online catalogue for the entire swiss company registry. Zefix allows anyone with an internet connection to search the entire swiss business registry for free, pulling up basic information on any registered company regardless of which canton it is based in. This powerful tool makes the entire system accessible and transparent to a global audience. 

What information is listed in the swiss company register? 

When a company’s “book” is placed in the commercial register, it contains a set of standardised information that provides a clear snapshot of the entity. This record, which can be viewed by the public, serves as the company’s official identity card. The details you can expect to find in the swiss companies register are not arbitrary; each piece of information serves a specific purpose in building a complete picture of trust and accountability. 

The key information listed in the swiss trade register typically includes: 

• Company name (Raison de Commerce): The official, legally protected name of the business. 
• Legal form: The type of company, for example, a Corporation (AG), Limited Liability Company (GmbH), or Sole Proprietorship. This immediately clarifies the company’s liability and capital structure. 
• Registered office and address: The official location (political municipality) of the company’s headquarters. This confirms the company has a physical base in Switzerland and determines which cantonal law applies. 
• Company purpose: A clear and concise description of the company’s intended business activities. This tells the public what the company was set up to do. 
• Share capital: For companies like the AG and GmbH, this shows the amount of registered capital, providing an indication of the company’s financial foundation. 
• Management and signatory powers: A list of the individuals who are authorised to act on behalf of the company (e.g., directors, board members). Crucially, it specifies who has the power to sign contracts and legally bind the business. 

Auditors: The name of the registered auditing firm, if the company is legally required to have one. This adds another layer of financial oversight and accountability. 

What types of companies are listed in the swiss business register? 

Not every single business activity in Switzerland requires a mandatory entry in the swiss business register. The law differentiates based on the legal form and, in some cases, the scale of the business. The general principle is that the greater the potential legal and financial impact of a business, the more important it is for it to be publicly registered. 

The following types of entities are generally required to be listed in the swiss corporate registry: 

• Corporations (AG) and limited liability companies (GmbH): For these entities, registration is mandatory and constitutive. They do not legally exist until they are entered into the register. 
• Partnerships: Both General Partnerships and Limited Partnerships must be registered. 
• Sole proprietorships: This is the main exception with a specific threshold. A sole proprietorship must only register if its annual revenue exceeds CHF 100,000. Below this amount, registration is voluntary. However, many choose to register voluntarily to gain credibility and protect their business name. 
• Cooperatives and foundations: These must also be registered. 
• Associations: An association only needs to register if it conducts a commercial business to achieve its purpose. 

This tiered system ensures that the swiss company registry captures all entities that have asignificant legal and economic presence, while allowing smaller, non-commercial activities to operate with less administrative formality. 

Legal obligations after entry into the register 

Getting your company entered into the commercial register is a milestone, but it is not the end of the story. It marks the beginning of a legal obligation to keep your company’s information accurate and up-to-date. Think of it as a promise to the public that the information in your company’s “book” will always reflect its current reality. 

Any significant change in the legally required facts of your business must be officially reported to the relevant cantonal register office. This duty to notify ensures the integrity and reliability of the entire swiss trade register. 

Key changes that must be reported include: 

• A change of the company’s registered address. 
• Changes in the management team (e.g., appointment or resignation of directors). 
• Alterations to signatory powers. 
• A change in the company’s auditors. 
• An increase or decrease in share capital. 
• Any amendment to the company’s articles of association. 

Failing to update the swiss business registry is not a minor oversight. It can lead to legal complications, potential fines, and a loss of credibility. An out-of-date register entry can cause confusion for business partners, and in some cases, individuals who have officially resigned may still be held liable if their removal has not been correctly registered. Maintaining your registration is a core part of good corporate governance and responsible business practice in Switzerland.