Commercial Register (Switzerland)

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The commercial register is a public directory and is used to establish and identify legal entities that operate a business. According to the Commercial Register Ordinance (HRegV), “a commercial activity” is to be regarded as “an independent economic activity aimed at permanent acquisition” ( Art. 2 HRegV).

Depending on the canton, the commercial register is kept by the commercial register office on a cantonal or district basis.

Entries

The following legal forms must be entered in the commercial register:

With AG, GmbH, KommanditAG, cooperative and foundation, the entry has a constitutive effect , with the others it is declarative . The SICAV, SICAF and limited partnership for collective capital investments are based on the Collective Investment Schemes Act (KAG) and require the approval of the Swiss Federal Banking Commission prior to (also constitutive) registration.

Branches of Swiss or foreign companies must also be entered in the commercial register if the requirements of Art. 53 et seq. HRegV are given.

For sole proprietorships with an annual turnover of less than CHF 100,000, registration is usually not compulsory, but possible on a voluntary basis. Certain sole proprietorships have to be registered with a smaller turnover (cf. Art. 53 f. HRegV) or not at all (independent professions). Associations that operate a commercial type of business as part of a non-economic purpose must register themselves in the commercial register, all others may.

In contrast to all other foundations, family and church foundations are not required to be entered in the commercial register. In the case of the other foundations, the cantonal commercial register office arranges for supervision to be taken over after the entry with the respective foundation supervisory authorities (municipality, canton, federal government). This legal form has acquired particular importance through the mandatory occupational pension scheme (BVG).

The commercial register contains - depending on the legal form - the following information:

  • Name or company and seat
  • purpose
  • Bodies (board of directors, auditors, board of directors, shareholders, etc.)
  • Capital (share capital, share capital, etc.), in the case of the AG, the payment rate
  • authorized signatories
  • certain further comments (mainly based on the merger law) as well as qualified facts (contributions in kind, acquisitions in kind, privileges, etc.)

In contrast to the shareholders in the GmbH, the shareholders of the AG are not entered in the commercial register.

If a fact is entered in the commercial register, a change to this fact must also be entered. If such a change is not notified, the registrar can make an ex officio entry.

In debt enforcement and bankruptcy law , the entry of the debtor in the commercial register u. U. the applicability of bankruptcy - instead of attachment .

Legal consequences

The entry in the commercial register results in legal consequences in dealings with the registered companies. Due to the positive publicity effect , it is not possible to invoke ignorance of the extract from the commercial register. Conversely, it must not be assumed that a business partner knows facts that are not entered in the commercial register ( negative publicity effect ).

publication

Swiss Official Gazette of Commerce (SHAB)

The entries in the commercial register are first recorded in a diary and then published within a few days in the Swiss Official Gazette of Commerce (SHAB) . The SHAB is published by the State Secretariat for Economic Affairs (SECO). Some cantons also publish the publications in the canton gazettes, but this is not mandatory.

The bankruptcy begins on the day after the publication in the SHAB. After their deletion has been published, bankruptcy will continue to exist for six months.

Access to the commercial register

The data of the commercial register can be called up on the Internet via Zefix . Both the extract from the commercial register and all documents are public and can be viewed at the cantonal commercial register offices.

Express entry

For an additional fee of CHF 100–200 ( regulation on fees for the commercial register , different depending on the canton), a so-called express entry (also known as “telegraphic entry”) can be requested. In this case, the respective cantonal commercial register office is authorized by the federal office for the commercial register to prepare an extract from the commercial register before it is published in the SHAB.

Ragionenbuch

From 1894 to 2004, Orell Füssli- Verlag published the so-called “ Ragionenbuch” with all companies entered in the commercial register. In 2004 the Ragionenbuch comprised 6 volumes. Since the information is now available on the Internet ( central company index ) on a daily basis, the publisher has decided to stop publishing the ragion book.

Legal basis

The commercial register is regulated in the Code of Obligations (Articles 927 to 943) as well as in a supplementary Commercial Register Ordinance (HRegV). The Ordinance on Fees for the Commercial Register (SR 221.411.1) is also of considerable importance in practice.

See also

Web links

Individual evidence

  1. ↑ Art. 39 DEBA; Hunziker / Pellascio, p. 60
  2. ^ Lexicon: Commercial Register
  3. ↑ OR Art. 933
  4. ↑ Art. 39 para. 3, 40 para. 1 DEBA; Hunziker / Pellascio, p. 60