Do you need to register in the Swiss commercial register? A guide for founders

What is the Swiss commercial register, and why does it matter?

The Swiss commercial register (Handelsregister, abbreviated HR) is a public register with legal evidentiary value, maintained by each canton’s commercial register office (Handelsregisteramt, abbreviated HREGA). It contains the core details of all registered businesses: company name, registered office, legal form, authorized signatories, share capital, and the company’s articles of association (Statuten).

From a legal perspective, registration is not merely an administrative step. In the case of capital companies — such as a GmbH (Gesellschaft mit beschränkter Haftung) or an AG (Aktiengesellschaft) — the company acquires legal personality only upon registration. Without registration, the company does not legally exist, cannot enter into contracts in its own name, and cannot open a bank account.

The data from all cantonal registrations is also available in a federal aggregation system, Zefix (Zentraler Firmenindex), which can be searched publicly at zefix.ch.

Why does this matter for a Hungarian founder?

• Swiss business partners and banks almost without exception check the Zefix entry before starting any cooperation.

• Registration is a mandatory prerequisite for registering for Swiss VAT (MWST-Nummer / TVA) once turnover reaches the CHF 100 000 threshold.

• For foreign founders, including Hungarian founders, the registration process differs in a few respects from that for Swiss citizens — this is covered in detail in the documents section.

Who is required to register in the commercial register?

Mandatory registration — by legal form

For the following legal forms, registration is a statutory obligation and cannot be waived:

Conditional registration — sole proprietors

For sole proprietors (Einzelunternehmen), registration becomes mandatory once annual turnover reaches or exceeds CHF 100 000 amount. This threshold is based on the Swiss Code of Obligations (Obligationenrecht, OR) Article 931.

For turnover below CHF 100,000, registration is voluntary — but possible. Many sole proprietors make use of this option because a registered business form presents a more credible image to partners and authorities.

Important: the CHF 100,000 threshold applies to annual revenue, not profit. If you expect to reach this limit in your first year, it is advisable to initiate registration at the start rather than afterwards.

Foreign companies’ presence in Switzerland

If a company registered in Hungary (e.g. a Kft.) opens a branch office (Zweigniederlassung) in Switzerland, it must be entered in the Swiss commercial register. A branch office is not a separate legal entity — liability remains with the parent company — but it appears to the Swiss authorities as an independent unit.

How does the registration process work step by step?

Registration takes place at the Handelsregisteramt of the canton where the business is based. Today, the procedure can largely also be handled digitally via the federal EasyGov platform (easygov.swiss).

Step 1: Define the legal form and company name

Before registration, the legal form and company name must be finalised. The company name (Firma) must comply with the requirements of the OR and the Handelsregisterverordnung (HRegV):

• The name must be unique (this can be checked in Zefix).

• For a GmbH, the name must include the suffix “GmbH”.

• The name must not be misleading and must not refer to activities the company does not carry out.

Step 2: Prepare the articles of association and incorporation documents

For a GmbH and AG, the involvement of a notary (Notar) is mandatory for certifying the incorporation deed. The notary usually submits the registration application to the HREGA themselves, or at least coordinates the procedure.

For a sole proprietorship, a notary is not required — registration can be initiated directly via the EasyGov platform.

Step 3: Pay in the share capital (for GmbH / AG)

• GmbH: minimum 20 000 CHF share capital, the full amount of which must be paid into a so-called incorporation account (Gründungskonto) before registration. The bank confirms the payment and releases the funds after registration.

• AG: minimum 100 000 CHF share capital, of which at least 50 000 CHF — or 20% of the share capital, if higher — must be paid in before registration.

Practical difficulty for Hungarian founders: opening a Swiss bank account as a foreign national — especially without a Swiss residence permit (Aufenthaltsbewilligung) — is time-consuming and not always successful at traditional banks. Some founders use fintech solutions (e.g. Neon, Revolut Business, Wise Business) as an interim solution, but their acceptability is assessed differently by notaries and the HREGA on a case-by-case basis.

⚠️ This area remained fluid in 2024–2025 as well; it is advisable to clarify the specific banking practice in advance with the selected bank and the notary before registration.

Step 4: Submit the application

The application — together with the required attachments — must be submitted to the HREGA. For applications submitted via the EasyGov platform, processing time is generally shorter.

Step 5: Registration and publication

The HREGA reviews the documents and, if approved, registers the company. The registration is also published in the Schweizerisches Handelsamtsblatt (SHAB — the Swiss official gazette). From that date, the company legally exists and can also be found in Zefix.

Processing time: in most cantons, 5–15 working days from the submission of complete documentation. In Zürich and Bern, applications submitted via EasyGov can sometimes be processed faster.

What documents are required for registration?

The required documents vary slightly by legal form and canton. Below is a summary of the most common cases.

For setting up a GmbH

• Deed of incorporation certified by a notary (öffentliche Urkunde über die Gründung)

• Articles of association (Statuten) — certified copy

• List of members and managers (name, date of birth, nationality, address)

• Bank confirmation of payment of the share capital

• Certification of the managers’ signatures (Unterschriftenbeglaubigung) — before a notary or HREGA

For Hungarian founders, the following is additionally required:

• Copy of a valid passport or identity card (certified)

• If the manager does not hold a Swiss residence permit: it is mandatory to appoint at least one signatory-authorized representative (Zeichnungsberechtigter) with a Swiss place of residence.

This rule — namely that a GmbH must have at least one manager or representative domiciled in Switzerland — follows from Article 814 of the OR. For Hungarian founders, this is one of the most common obstacles: if you do not live in Switzerland, you need a reliable Swiss resident (domiciliary) for this role.

For a sole proprietorship

• Completed registration application (can also be submitted via EasyGov)

• Identity document

• Swiss residence permit (if available) or another document authorizing work in Switzerland

For a branch of a foreign company

• Certificate of incorporation of the parent company (apostilled, if required)

• Translation of the parent company’s articles of association (into one of the official Swiss languages)

• Details of the branch representative (Swiss residence required)

How much does registration cost? Fees and expenses

One-time registration fees

Fees are determined at cantonal level and calculated under the HRegV. The amounts below are indicative, based on 2024–2025 data:

⚠️ The exact fees must be checked on the HREGA website of the canton of registered office — the figures above are for guidance only.

Notary fees (for GmbH / AG)

The notary’s fee depends on the complexity of the articles of association and the canton’s fee schedule. For a straightforward GmbH incorporation, this is usually 500–1 500 CHF. In some cantons (e.g. Zug), notary fees are lower, which partly explains why Zug canton is a popular location for setting up a business.

Annual maintenance fees

Registered companies must pay an annual fee (Jahresgebühr) to HREGA. This is typically 80–300 CHF per year, depending on the legal form and the canton’s fee schedule.

In addition, you should account for:

• Audit requirement: For GmbH and AG, a limited audit (eingeschränkte Revision) is mandatory above certain size thresholds (e.g. more than 2 full-time employees and a balance sheet total above CHF 250 000).

• VAT registration: With revenue above CHF 100 000, MWST (Mehrwertsteuer / TVA) registration is mandatory, and this comes with an annual filing obligation.

What advantages and obligations come with registration?

Advantages

• Legal capacity: for capital companies, registration makes it possible to enter into contracts, open a bank account, and participate in tenders.

• Credibility effect: a registered company form is considered more reliable in the eyes of Swiss partners and authorities.

• Name protection: the registered company name is protected at cantonal level; no other company may use the same name in the same canton.

• Limitation of liability: for GmbH and AG, the founders’ personal assets are — as a rule — separate from the company’s obligations.

Obligations

• Accounting obligation: every registered company is required to keep double-entry books (doppelte Buchhaltung) in accordance with the OR.

• Notification obligation for changes: any change in the registered details (e.g. change of managing director, change of registered office, increase in share capital) must be reported to HREGA, usually within 30 days.

• Annual financial statements: for GmbH and AG, the balance sheet and income statement must be prepared annually and approved by the members’ meeting / general meeting.

• Deletion obligation: if the company ceases to exist, the deletion (Löschung) must also be reported.

General partnerships and limited partnerships, as well as other forms

The Kollektivgesellschaft (general partnership) and the Kommanditgesellschaft (limited partnership) are less common forms in Switzerland, but they can also be relevant for Hungarian founders if several founders want to run a business together without a capital company.

Registration is mandatory if they carry out commercial activity. Liability is unlimited (for a Kollektivgesellschaft, for all partners; for a Kommanditgesellschaft, for the general partners), which represents a significant risk compared with a GmbH.

Cooperative (Genossenschaft): a less frequently chosen form, but relevant for some community-based businesses. Registration is mandatory, and at least 7 members are required for incorporation.

What are the most common mistakes in the registration process?

1. Incomplete or uncertified documents

The HREGA will return the application if any mandatory attachment is missing or not properly certified. This can prolong the procedure by weeks.

2. Missing representative with Swiss residence

For Hungarian founders, this is one of the most common obstacles. Under Article 814 of the OR, a GmbH must have at least one person with residence in Switzerland and sole signing authority. Without this, the HREGA will not accept the application.

3. Non-unique company name

If the chosen company name is already taken in Zefix, the application must be amended. It is advisable to check for name conflicts before submitting the registration application.

4. Delays related to the incorporation account

Opening the bank incorporation account (Gründungskonto) can take several weeks — especially for foreign nationals. This can delay the entire incorporation process, as the bank confirmation is required to submit the registration application.

5. Failure to report changes

Many people fail to report changes to the registered data in time (e.g. a change of managing director). This may result in fines and can also affect the company’s legal status.

Sources

• Swiss federal information portal: ch.ch

• SME portal (small and medium-sized enterprises, federal): kmu.admin.ch

• Self-employment in Switzerland — ch.ch: ch.ch/en/work/self-employment

• Federal company register search (Zefix): zefix.ch

• Swiss Code of Obligations (Obligationenrecht, OR): admin.ch — Federal law, SR 220

• Handelsregisterverordnung (HRegV): admin.ch — Federal law, SR 221.411

• Eidgenössische Steuerverwaltung (ESTV) — VAT registration: estv.admin.ch

• EasyGov — digital business start-up platform: easygov.swiss