Changes in a company's headquarters must be reported to the relevant commercial register office. The procedures vary depending on the original location and the intended destination.
A company's headquarters is the place where its administration is managed. The company's domicile is its registered headquarters and the address where it can be reached. This information is recorded in the commercial register, a public database managed by the cantons.
It will soon be possible to relocate a company digitally and easily. This service will be available via the online counter EasyGov.swiss as of spring 2023.
Transfer of headquarters to another municipality
Changes in company domicile must be reported to the relevant commercial register office (Art. 123 ORC, in German). The fee for the entry, modification, or deletion of domicile or additional address is CHF 30.
The procedure varies according to the company's legal structure. For a public limited company (SA) or a limited liability company (Sàrl), the application must be accompanied by the following supporting documents:
- for legal entities, the resolution to amend the articles of association and a certified copy of the new articles of association, should they be amended;
- the legally certified signatures of the persons applying for registration.
Registries of Commerce of Switzerland
Transfer of headquarters to another canton
The transfer of a company to another canton requires registration at the new commercial register office. This office then automatically informs the commercial register office of the former location that it will proceed with the new registration and will request that the previous registration be deleted (Art. 124 ORC, in German). Please note that other authorities are not automatically notified of any changes.
If the entries are to be made in a language differing from that of the previous headquarters, then all the particulars to be published shall be entered in that language.
Transfer of headquarters from overseas to Switzerland
Registration in the commercial register of an overseas company that transfers its registered office to Switzerland is governed by the provisions concerning new registrations (Art. 161 PILA).
In addition to the supporting documents required for the registration of a new legal entity, additional supporting documents must be submitted. These are defined in the Ordinance on the Commercial Register (Art. 126 ORC, in German).
Transfer of headquarters from Switzerland to overseas
A Swiss company can be incorporated under overseas law if it meets the requirements of Swiss law while continuing to exist under overseas law. It must first be verified whether the overseas law provides for an equivalent legal structure.
In the case of such a move, the creditors are required to file their claims through a public appeal informing them of the proposed change in legal status. In this case, section 46 of the Merger Act applies (Art. 46 LFus, in German).