How do I register my company in the Swiss commercial register?
Step by step: documents, fees, deadlines, and obligations for Swiss commercial register entry — explained clearly for Hungarians, with concrete figures.
In Brief
Registration in the Swiss commercial register depends on the legal form of the company: AG, GmbH, cooperatives, and foundations must always be entered, while for sole proprietorships it becomes mandatory once annual turnover exceeds CHF 100,000. The key steps are checking the company name, depositing the capital, signing the notarised deed, and then the procedure at the cantonal Handelsregisteramt; registration usually takes 3–10 working days. After registration, separate AHV/AVS registration and, where applicable, MWST registration are required, and any changes must also be reported within 30 days.
Key Takeaways
- Check the availability of your desired company name on zefix.ch before the incorporation documents are prepared.
- When founding a GmbH, you must prove that the full share capital of CHF 20,000 has been paid in; for an AG, at least CHF 50,000 must be paid in.
- The registration application is submitted to the competent cantonal Handelsregisteramt by the notary or an authorised lawyer.
- After registration, AHV/AVS registration may be required immediately, and MWST registration is also required if expected turnover exceeds CHF 100,000.
- Any changes entered in the commercial register, such as a change of registered office, managing director, or capital, must be reported within 30 days.
- Incomplete documentation, incorrect certification of signatures, or inaccurate capital deposit can delay registration or lead to rejection.
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
Legal form | Registration obligation |
|---|---|
Public limited company (Aktiengesellschaft / AG) | Always mandatory, from incorporation |
Limited liability company (GmbH) | Always mandatory, from incorporation |
Cooperative (Genossenschaft) | Always mandatory |
General partnership (Kollektivgesellschaft) | Mandatory if it qualifies as a commercial enterprise |
Limited partnership (Kommanditgesellschaft) | Mandatory if it qualifies as a commercial enterprise |
Association (Verein) | Mandatory if it carries out commercial activity |
Foundation (Stiftung) | Always mandatory |
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)
Articles of association (Gesellschaftsvertrag) — certified by a notary (public deed, Öffentliche Urkunde)
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
Identity details of the managing directors (Geschäftsführer) — copy of passport or identity card
Specimen signatures (Unterschriftenbeglaubigung) — certified by a notary or the Handelsregisteramt
Declaration of the beneficial owners (Erklärung über wirtschaftlich Berechtigte) — under the Anti-Money Laundering Act (Geldwäschereigesetz / GwG)
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:
Articles of association (Statuten) — certified by a notary
Incorporation deed (Gründungsurkunde) — drawn up by a notary
Details and specimen signatures of the members of the board of directors (Verwaltungsrat)
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
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)
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.
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