How do I register my company in the Swiss commercial register?

What is the Swiss commercial register, and what is its legal basis?

The Swiss commercial register (Handelsregister, abbreviated HR) is a public, legally binding register in which the details of legal entities and certain natural persons carrying out economic activity in Switzerland are recorded. The register is based on the Swiss Code of Obligations (Obligationenrecht / OR, in particular Articles 552–926 OR) and the Commercial Register Ordinance (Handelsregisterverordnung / HRegV, 2007, last amended in 2021).

The commercial register is maintained at cantonal level: each canton has its own Handelsregisteramt, and the federal Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt / SHAB) consolidates and publishes the data publicly. The registered information — company name, registered office, capital, persons authorised to sign — is legally binding vis-à-vis third parties.

Commercial register data can be searched publicly on the zefix.ch portal (Zentraler Firmenindex), which consolidates all cantonal registers.

Who is required to register their company in the Handelsregister?

The registration obligation depends on the legal form and turnover. Under the OR and HRegV, the following rules apply:

Mandatory registration

Conditional registration obligation

For a sole proprietorship (Einzelunternehmen / Raison individuelle), the registration obligation under Article 931 OR applies if annual turnover reaches or exceeds 100 000 CHF. Below this threshold, registration is voluntary but possible — and in many cases advisable, as the registered business name enjoys protection within the canton.

Important from a Hungarian perspective: a Hungarian citizen established in Switzerland — who is entitled to carry out self-employed activity under the Agreement on the Free Movement of Persons between the EU and Switzerland (Freizügigkeitsabkommen / FZA, 1999) — may found a company under the same conditions as a Swiss citizen. The type of residence permit (B, C or L) may, however, affect whether self-employed status can be approved; this should be clarified in advance with the cantonal Migrationsamt.

What documents are required for registration?

The required documents vary by legal form. Below are the documents needed for the two most common forms — GmbH and AG.

To establish a GmbH (Gesellschaft mit beschränkter Haftung)

1. Articles of association (Gesellschaftsvertrag) — certified by a notary (public deed, Öffentliche Urkunde)

2. Proof of payment of the share capital — bank deposit confirmation (Einzahlungsbestätigung); the minimum share capital is 20 000 CHF, which must be paid in full at the time of incorporation

3. Identity details of the managing directors (Geschäftsführer) — copy of passport or identity card

4. Specimen signatures (Unterschriftenbeglaubigung) — certified by a notary or the Handelsregisteramt

5. Declaration of the beneficial owners (Erklärung über wirtschaftlich Berechtigte) — under the Anti-Money Laundering Act (Geldwäschereigesetz / GwG)

6. Company name check — the desired company name can be checked in advance on zefix.ch; the name must be unique and must not be misleading

To establish an AG (Aktiengesellschaft)

Incorporating an AG requires similar documentation, with a few differences:

1. Articles of association (Statuten) — certified by a notary

2. Incorporation deed (Gründungsurkunde) — drawn up by a notary

3. Details and specimen signatures of the members of the board of directors (Verwaltungsrat)

4. Bank deposit confirmation — the minimum share capital is 100 000 CHF, of which at least 50 000 CHF — or 20% of the share capital, if higher — must be paid in at incorporation

5. Auditor’s declaration — for smaller AGs, a limited audit (eingeschränkte Revision) may be sufficient; under certain conditions, the AG may waive the audit (opting-out)

6. Declaration of the beneficial owners — under the GwG

Note: As of January 2023, following an amendment to the GwG, the so-called Transparenzregister (transparency register) is being introduced in Switzerland; the details of the reporting obligation for beneficial owners will be further specified in 2025–2026.

What are the steps in the registration procedure?

The registration process consists of the following main steps:

Step 1 — Preparation and name selection

Check the desired company name on zefix.ch. The name must be distinguishable from already registered companies and must comply with the naming rules of the OR (e.g. it must not be misleading and must include the company form designation: “GmbH” or “AG”).

Step 2 — Opening a bank account and depositing capital

The incorporation capital (GmbH: CHF 20 000; AG: at least CHF 50 000) must be paid into a special escrow account opened at a Swiss bank (Kapitaleinzahlungskonto / Sperrkonto). After the deposit, the bank issues a deposit confirmation, which must be attached to the incorporation deed.

Practical note: opening a Swiss bank account for foreign founders can take time (typically 2–6 weeks), and banks are applying increasingly strict due diligence (KYC) procedures. In some cases, online banks (e.g. Neon, Yapeal, or Postfinance Business, which is specifically aimed at entrepreneurs) may offer a more flexible solution.

Step 3 — Notarisation of the deed

The incorporation deed and the articles of association (Gesellschaftsvertrag for a GmbH, Statuten for an AG) must be signed before a notary. The notary certifies the signatures and the content of the deed. Notary fees vary by canton and depending on the complexity of the deed: typically CHF 300–800.

Step 4 — Filing the registration application with the Handelsregisteramt

The notary — or an authorised lawyer — submits the registration application to the competent cantonal Handelsregisteramt. The application includes all required documents and prescribed information. In some cantons, the registration application can also be submitted electronically.

Step 5 — Review and registration

The Handelsregisteramt reviews the documents. If everything is in order, registration usually takes place within 3–10 working days. A notification of registration is issued, and the data appears in the SHAB (Schweizerisches Handelsamtsblatt), which marks the point at which the registration becomes public.

Step 6 — Release of capital

Once registration has been completed, the bank releases the capital blocked in the escrow account, and it becomes available to the company.

How much does registration in the commercial register cost?

The registration fees fall within the framework set by federal ordinance (HRegV), but the actual amount may vary from canton to canton.

Cantonal differences: In the cantons of Zürich, Bern and Genève, fees tend to be at the upper end of the range above; in smaller cantons (e.g. Zug, Schwyz), lower registration fees may be encountered. Zug canton is particularly known for its business-friendly tax environment and relatively straightforward administration.

Capital requirement is not a fee, but a capital investment: for a GmbH, the required share capital of CHF 20 000 (approximately HUF 8–9 million at 2025 exchange rates) becomes part of the company’s assets after incorporation, not a sunk cost.

When is it necessary to involve a lawyer or accountant?

Swiss law does not require the use of a lawyer for the registration procedure — however, the notary’s role is mandatory for certifying the incorporation deed. Even so, most incorporations are carried out with professional assistance, for the following reasons:

Involving a lawyer is particularly advisable if:

• One of the founders is a foreign natural person or legal entity.

• The company structure is complex (e.g. holding company, subsidiary, multiple owners with different ownership stakes).

• The activity requires a permit (e.g. financial services, healthcare, hospitality).

• The founders cannot appear in person in Switzerland and a power-of-attorney procedure is needed.

Involving an accountant / fiduciary (Treuhänder) is advisable if:

• Tax structure optimisation is needed before incorporation (e.g. choosing the canton from a tax perspective).

• The company’s VAT registration (MWST-Anmeldung) is required at the same time as incorporation.

• A decision must be made on outsourcing bookkeeping and payroll obligations.

From a Hungarian perspective: the role of a Swiss fiduciary (Treuhänder) partly corresponds to that of a Hungarian accountant and partly to that of a company director’s assistant. Hungarian-speaking Treuhänder are available in Zürich, Bern and Basel as well — it is worth looking among the community advertisers on svajc.com.

What should be done after registration?

Entry in the commercial register is only the first step. To start and maintain operations, the following obligations must be fulfilled:

Immediate tasks after registration

• AHV/AVS registration (old-age and survivors’ insurance): the company must register with the competent AHV compensation fund (Ausgleichskasse). This is the basis for employer social security contributions.

• MWST registration (value-added tax / Mehrwertsteuer): mandatory if annual turnover is expected to exceed 100 000 CHF. Voluntary registration is also possible below this turnover level.

• Occupational accident insurance (SUVA or private insurer): mandatory if the company has employees.

• Opening a business bank account (if the incorporation escrow account does not automatically become a regular current account).

Ongoing maintenance obligations

• Annual financial statements (Jahresrechnung): mandatory for every registered company.

• Audit: generally mandatory for AGs; for GmbHs, opting out is possible if the company meets the size criteria (fewer than 10 employees, and the owners unanimously waive the audit).

• Reporting changes: any change to data entered in the commercial register (registered office, directors, capital, company name) must be reported to the Handelsregisteramt. The reporting deadline is typically 30 daysfrom the date of the change. Late reporting may result in a fine.

• Keeping the share register / capital contribution register up to date: under the revised GwG, maintaining a register of beneficial owners is mandatory.

What mistakes and omissions occur most often?

Problems with choosing a company name

The most common reason for rejection is that the desired company name is already taken, or it contains misleading elements (for example, using the words “Swiss”, “National”, or “Federal” without special authorisation). A preliminary check on zefix.ch is a mandatory step, but it does not replace a legal name review.

Incomplete or incorrect documentation

The Handelsregisteramt will return an incomplete application, which can delay the procedure by weeks. A particularly common mistake is improper notarisation of signature specimens, or the absence of the declaration regarding beneficial owners.

Errors in depositing capital

If the amount in the escrow account does not match the capital amount stated in the incorporation deed, registration may be refused. The time elapsed between opening the bank account and making the deposit can also cause delays.

Failure to register with AHV

After company formation, failure to register with AHV may result in sanctions and create an obligation to pay contributions retroactively. This can be particularly relevant for founders who are unfamiliar with the Swiss social insurance system.

Delay in MWST registration

If the company’s turnover quickly reaches the CHF 100 000 threshold but MWST registration is delayed, retroactive tax liability may arise.

Failure to report changes

Failure to report changes of directors, registered office changes, or capital increases may result in fines and legal liability. The Handelsregisteramt actively checks whether the registered data is up to date.

Sources

• Swiss federal portal (ch.ch): https://www.ch.ch/en/

• KMU Admin — Federal SME portal: https://www.kmu.admin.ch/

• Self-employment in Switzerland (ch.ch): https://www.ch.ch/en/work/self-employment/

• Zefix — Swiss Central Business Index (public search): https://www.zefix.ch/

• Schweizerisches Handelsamtsblatt (SHAB — Commercial Gazette): https://www.shab.ch/

• Eidgenössische Steuerverwaltung (ESTV — Federal Tax Administration, MWST): https://www.estv.admin.ch/

• Swiss Code of Obligations (OR) text: https://www.fedlex.admin.ch/eli/cc/27/317_321_377/hu (Hungarian translation is unofficial; German original available)

• Handelsregisterverordnung (HRegV): https://www.fedlex.admin.ch/eli/cc/2007/786/de

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