Commercial register: How does it work?
The commercial register is a public database managed by the cantons. It contains the main information on “commercially managed” companies.
The commercial register publishes a company's legal reports and makes them transparent. By law, it is governed by the Commercial Register Ordinance (Ordonnance sur le registre du commerce, ORC).
The following information is recorded in the commercial register:
- Sole proprietorships with an annual turnover in excess of CHF 100,000
- General partnerships
- Limited partnerships
- Limited companies
- Limited partnerships with share capital
- Limited liability companies
- Associations running a commercially managed business
- Foundations (apart from family and religious foundations)
- Branches of foreign and Swiss companies
The registration includes, among other items:
- The name (corporate name)
- The year of establishment
- The head office and corporate purpose
- The names of the partners, members of the board of directors, management and authorized signatories
- The capital structure
- Auditing body, if any
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. In the cantons of Bern (BE) and Valais (VS), the register is kept by the district.
There are currently around 30 commercial registers in Switzerland. Anyone can request excerpts from the register in return for payment of a fee and thus obtain information on a company. Excerpts can also be consulted on the internet. The information is available on the Zefix portal.
Paid entries in the commercial register are also published in the Swiss Official Gazette of Commerce. Essential information on registered companies is also found in the Swiss Directory of the Commercial Register.
New entrepreneurs are often contacted by private registers. This type of registration often leads to expenses more than anything else.
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, general partnerships, limited partnerships in the name of the person, the location of the head office;
- for of limited companies (SA) and limited liability companies (SARL), 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.