Registered office and office in Switzerland: what should you know when setting up a company?

What is the difference between a registered office and an office in Switzerland?

Swiss contract law (Obligationenrecht, OR) and company law define the registered office (Sitz / siège social) as the company’s legal domicile. This is the Swiss locality (municipality, Gemeinde) entered in the articles of association (Statuten) and recorded in the cantonal commercial register.

The office (Büro / bureau) is, by contrast, the physical location where work is actually carried out. The two may be the same — but they do not have to be.

This distinction has three key consequences:

1. Jurisdiction: the commercial register (Handelsregister) and the courts have jurisdiction according to the canton of the registered office.

2. Taxation: profit tax and capital tax are primarily incurred in the canton of the registered office, even if the actual business activity takes place in another canton.

3. Mailing address and service of documents: official letters and court documents are delivered to the address of the registered office.

Important: if the company’s actual business activity takes place in another canton (for example, the registered office is in Zug, but the sales office is in Zürich), the rules on inter-cantonal tax allocation (interkantonale Steuerausscheidung) apply, which creates additional administrative burden.

What conditions are required to register a Swiss registered office?

The basic requirements under OR and ZGB

Under Chapter 2 of the Federal Code of Obligations (Obligationenrecht, OR), the registered office of a GmbH and an AG may be entered if the following conditions are met:

• The registered office must be in a Swiss locality (Gemeinde) — a foreign address is not accepted.

• The articles of association (Statuten) must name the locality explicitly (for example, “Zug”, “Zürich”, “Genf”) — a precise street address is not required in the articles, but it is required on the filing form submitted to the commercial register.

• The company needs at least one representative domiciled in Switzerland who can represent the company independently and is authorised to sign (OR Article 718a for an AG, OR Article 814 for a GmbH). This is the so-called domicile requirement (Wohnsitzerfordernis).

• The actual accessibility of the registered office — in other words, whether the company can genuinely be reached there — may be checked by the commercial register.

The domicile requirement in practice

This is one of the rules that is most often misunderstood. For Hungarian entrepreneurs who do not have a place of residence in Switzerland, the domicile requirement is typically met in one of the following ways:

• Appointment of a manager / board member domiciled in Switzerland (this may be a Swiss citizen, but also an EU/EFTA citizen, provided they live in Switzerland and hold a valid residence permit).

• Domicile service (Domizilmandat): a law firm, fiduciary (Treuhänder) or registered office service provider takes over the representation and service functions. This does not replace the person with signing authority under OR, but it fulfils the address and service function.

What types of office are available, and how much do they cost?

Own rented office

The traditional solution: the company rents office space independently. This is the most expensive option, but it carries the lowest administrative risk vis-à-vis the authorities.

Indicative rental prices (based on 2025 market data, CHF/month, office space 20–50 m²):

In addition, there are utility charges, mandatory building insurance and — if employees also work in the office — the costs of complying with occupational health and safety requirements.

Shared office and coworking

Shared offices (Bürogemeinschaft) and coworking spaces are becoming increasingly common, especially in Zürich, Genève and Zug. These typically include reception services, access to meeting rooms and infrastructure.

Indicative monthly fees (2025):

A shared office may not always be acceptable as a registered office — this is sometimes reviewed by the commercial register and the tax authority. It is advisable to clarify in advance with the provider whether the agreement includes explicit domiciliation permission.

Virtual office (Virtuelle Büro / bureau virtuel)

A virtual office is an address and mail-handling service provided by fiduciary firms, law firms, or specialised registered-office providers. It does not include a physical workspace.

Indicative monthly fees (2025):

Important limitations:

• A virtual office alone does not satisfy the domiciliary requirement under the Swiss Code of Obligations; a separate domiciliary service agreement is required.

• In some cantonal tax authorities (e.g. Zug, Schwyz), companies with a virtual registered office are subject to closer scrutiny, and the authorities may examine whether the actual business activity is genuinely carried out in that canton. If not, profit tax may also be assessed in another canton.

• Opening a Swiss bank account may be more difficult for a company with a virtual registered office – some banks require a physical office or at least regular presence in Switzerland.

What registration and documentation obligations apply to the registered office?

Commercial Register (Handelsregister)

All GmbHs and AGs must register in the cantonal Commercial Register of their registered office from the time of incorporation. Without registration, the company does not acquire legal personality.

Documents required for registration (for a GmbH, as of 2025):

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

2. Founding resolution (Gründungsprotokoll)

3. Proof of capital contribution (bank statement or notarial declaration)

4. Details and signature specimen of the managing directors and authorised signatories

5. Proof of registered office (lease agreement, domiciliary service agreement)

6. Proof of identity (passport / identity card)

The registration fee varies by canton; as an indicative amount, it ranges between 600–1 000 CHF. The registration also appears in the Federal Commercial Register (Zentraler Firmenindex, Zefix), which is publicly accessible.

Tax registration

After entry in the Commercial Register, the cantonal tax office (Steueramt) is automatically notified and begins the company’s tax registration. VAT registration (MWST / TVA) must be applied for separately with the Federal Tax Administration (Eidgenössische Steuerverwaltung, ESTV) if annual turnover exceeds 100 000 CHF.

Employer registration

If the company employs staff, the AHV/AVS reporting obligation arises with the compensation fund (Ausgleichskasse / caisse de compensation) competent for the registered office.

How do the cantonal rules differ from one another?

Switzerland’s 26 cantons apply their own tax law, and there are significant differences between cantons both in terms of tax burden and administrative procedures.

Effective profit tax rates (approx., 2025)

Low-tax cantons (Zug, Schwyz, Nidwalden) can be attractive as a registered office, but the tax authorities examine whether the company’s actual economic activity (substance) really takes place in the relevant canton. Choosing a registered office purely for tax optimisation purposes – without genuine activity – carries tax-law risk.

Municipal-level differences

Within a canton, the municipality (Gemeinde) chosen as the registered office also affects the tax burden, as the municipal tax multiplier (Steuerfuss) varies from municipality to municipality. Within the same canton, differences of as much as 5–8 percentage points can occur.

What tax consequences does the choice of registered office have?

Under the Swiss tax system, profit tax and capital tax (Kapitalsteuer) are primarily tied to the registered office. Tax liability arises at three levels:

1. Federal level (direct federal tax): a uniform 8.5% profit tax (calculated on the taxable profit, which is effectively about 7.83%).

2. Cantonal level: profit and capital taxes at rates that vary from canton to canton.

3. Municipal level: an additional tax calculated using a multiplier (Steuerfuss) of the cantonal tax.

Hungarian-Swiss double taxation agreement: The double taxation agreement (DBA Ungarn–Schweiz) concluded between Hungary and Switzerland in 1981 and subsequently amended regulates in which country the income of companies incorporated in Switzerland but partly or wholly owned by Hungarian interests is taxed. If the company’s place of effective management (Ort der tatsächlichen Verwaltung) is in Switzerland, the tax liability arises on the Swiss side. If this is disputable, the authorities apply the treaty’s tiebreaker rules.

What insurance and liability risks should be considered?

Mandatory insurance

In Switzerland, the following insurance policies are relevant for the registered office and the office premises among the employer’s obligations:

• Building insurance (Gebäudeversicherung): varies by canton; in some cantons (e.g. Zürich, Bern) cantonal building insurance is mandatory and automatic, while in others (e.g. Genf, Wallis) it must be taken out with private insurers.

• Liability insurance (Betriebshaftpflichtversicherung): not always a statutory requirement, but strongly recommended, especially if clients or third parties visit the office.

• Business contents insurance (Geschäftsinhaltsversicherung): protection for office furnishings and equipment – in rented premises, tenant liability is also relevant.

Liability risks related to the registered office

If the person providing the domiciliation service (e.g. a fiduciary) is authorised to sign under the OR, they also incur liability for the company’s obligations. This must be regulated precisely in the agreement.

What practical steps must be followed from choosing the registered office to registration?

The following sequence of steps shows the typical process of setting up a GmbH as of 2025–2026:

1. Choosing the canton and locality – based on the tax burden, availability of the domiciliation provider, conditions for opening a bank account, and actual business needs.

2. Agreement with a domiciliation provider or rented office – the contract must include the right to use the address and the conditions for mail delivery.

3. Securing a representative with Swiss residence – if you do not yourself have Swiss residence, this is a prerequisite for registration.

4. Preparing the articles of association (Statuten) – with the involvement of a Swiss lawyer or fiduciary; the locality of the registered office must be stated in the articles of association.

5. Paying in the share capital – for a GmbH, the minimum is CHF 20,000, which must be confirmed before the notary (bank statement).

6. Notarisation – the incorporation deed is executed before a notary; the notary’s jurisdiction is determined by the canton of the registered office.

7. Filing the application for registration – with the cantonal commercial register office (Handelsregisteramt).

8. Tax registration – automatic notification by the commercial register; VAT registration separately if required.

9. Finalising the bank account – the blocked account (Sperrkonto) opened before incorporation is released after registration.

The entire process typically takes 4–8 weeks depending on the processing times of the notary and the commercial register.

Sources

• Federal Commercial Register (Zefix): https://www.zefix.ch

• Swiss Federal Tax Administration (ESTV) – VAT and profit tax: https://www.estv.admin.ch

• Federal Office of Justice – text of the Obligationenrecht (OR): https://www.admin.ch/opc/de/classified-compilation/19110009/index.html

• ch.ch – official Swiss government portal: https://www.ch.ch/en/

• Federal Statistical Office (BFS) – cantonal debt statistics: https://www.bfs.admin.ch