Commercial register: How does it work?
The commercial register is a public database managed by the cantons. It contains information on the legal structure, ownership, and governance of registered businesses and legal entities.
The commercial register publishes a company's legal reports of companies and makes them transparent. By law, it is governed by the Commercial Register Ordinance (Ordonnance sur le registre du commerce, ORC).
The following entities are required to register themselves by name in the commercial register:
- Sole proprietorships with an annual turnover in excess of CHF 100,000
- General partnerships
- Limited partnerships
- Associations running a commercially managed business
- Branches of foreign and Swiss companies
The following must be registered by a notary:
- Limited companies
- Limited partnerships with share capital
- Limited liability companies
- Cooperatives
- Foundations (apart from family and religious foundations)
Organization
The Confederation exerts a high level of surveillance and maintains a central register. It is updated every day and can be accessed through the Central Business Name Index, Zefix. However, the cantons are responsible for the management of the register and must have at least one register.
There are currently 28 commercial registers in Switzerland: three in the canton of Valais and one for each canton and half-canton. However, extracts concerning a company can be obtained free of charge. Legal entities can also request company statutes for a fee. These extracts can also be consulted on the internet. The information is available online on the Zefix portal.
The Swiss Official Gazette of Commerce SOGC publishes the latest official information as well as legally required announcements.
New entrepreneurs are often contacted by private registers. This type of registration often leads to expenses more than anything else.
Obligations
By registering in the commercial register, the company becomes liable for prosecution in the event of bankruptcy (Art. 39 para. 1, LP). In short: a single creditor can ensure that, by means of a petition, all capital is considered as a bankrupt estate from which all creditors concerned will receive their claim. This translates to the total liquidation of the company.
... and rights
The advantages of the commercial register certainly prevail over any obligations. The name of the company (corporate name) is protected. This protection is limited to:
- for sole proprietorships, the location of the head office;
- for of limited companies (SA), limited liability companies (SARL) and general partnerships, limited partnerships in the name of the person, the country of Switzerland.
Under competition law, a conflict could arise between a trademark protected by law and a corporate name registered subsequently. To avoid this, the trademark register of the Swiss Federal Institute of Intellectual Property must be checked to see whether an identical or similar mark already exists (Everything you need to know about Swissreg).
Registration in the commercial register also provides an overview of the legal relationships of the company. It enhances the company's reputation, as creditors are better protected in the event of bankruptcy.
