Swiss Commercial Register (Handelsregister): Due Diligence and Company Information

The Swiss Commercial Register (Handelsregister; Registre du commerce; Registro di commercio) is Switzerland’s authoritative public record of registered companies, associations, and other commercial entities. Every AG, GmbH, Kommanditgesellschaft, Kollektivgesellschaft, and cooperative registered in Switzerland is entered in the commercial register of the canton in which it has its registered domicile. Registration in the commercial register is the act that gives a company legal existence against third parties; it is the moment at which an AG or GmbH becomes a legally recognised entity capable of entering contracts, holding assets, and employing staff in its own name.

For blockchain and technology companies operating in Zug, the commercial register has two distinct roles: it is the registration system that creates and maintains your company’s legal existence, and it is the due diligence database that counterparties — investors, partners, regulators, banks — use to verify information about you and any other Swiss entity you do business with.

What Is Registered in the Handelsregister

The commercial register for each canton is a public document maintained by the cantonal registry authority. For Zug, this is the Handelsregister Kanton Zug, which maintains the register and makes it available through the cantonal portal at zg.chregister.ch. National aggregation of all cantonal registers is available through the Zefix (Zentraler Firmenindex) portal at zefix.ch, which is operated by the Swiss Federal Chancellery.

Core information registered for an AG or GmbH:

• Company name (Firma) — exact registered name including legal form suffix (AG or GmbH)
• UID (Unternehmens-Identifikationsnummer) — Switzerland’s unique company identifier, assigned at registration, used across tax, customs, social insurance, and commercial dealings
• Registered domicile (Sitz) — the specific street address in the canton of registration; this must be a genuine address at which the company can be reached, not a PO box
• Date of entry — the official date of registration, establishing the company’s legal existence against third parties
• Purpose (Zweck) — the stated business purpose as defined in the articles of association, defining the activities the company is authorised to pursue
• Share capital (for AG) or quota capital (for GmbH) — the registered capital amount, number of shares or quotas, and par value
• Directors and authorised signatories — names, nationalities, and residential locations of all board members (for AG) or managing directors (for GmbH), together with their signing authority (individual signature/Einzelunterschrift or joint signature/Kollektivunterschrift requiring two or more signatories)
• Statutory auditor (Revisionsstelle) — if applicable; name of the audit firm
• Date of latest statutory changes — amendments to articles of association, capital changes, director changes, registered address changes

Also registered (as events occur):

• Capital increases and reductions
• Changes to articles of association (Statutenänderung)
• Changes in directors or authorised signatories
• Change of registered domicile
• Dissolution (Auflösung) and commencement of liquidation
• Appointment of liquidators
• Merger or demerger entries
• Bankruptcy proceedings (noted when commenced)
• Completion of liquidation and deletion from the register

Legal Significance of Registration

Swiss company law gives commercial register entries legal significance in several important ways:

Company existence. An AG or GmbH comes into legal existence as a juridical person (Rechtspersönlichkeit) upon entry in the commercial register, not upon signing of the founding documents. The company can enter into contracts and transact business from the moment of registration. Before registration — during the period between the notarial founding act and the register entry — the company exists as a “company in formation” (Gesellschaft in Gründung) with limited legal capacity; founders who transact on behalf of a company in formation may incur personal liability.

Authorised signatories (Zeichnungsberechtigte). Only persons listed in the commercial register as authorised signatories can validly commit the company to external legal obligations. A director who has not yet been entered in the register, or whose signing authority has been changed but the change not yet registered, may create complications about the binding effect of contracts signed in that interval. For significant contracts, Swiss counterparties will verify the commercial register entry of the company’s signatories before executing.

Good faith reliance by third parties. Third parties can rely in good faith on the information entered in the commercial register. If the register shows a person as authorised signatory, a third party that contracts with that person on behalf of the company can rely on that authority even if the internal relationship has changed, provided the change was not yet registered and the third party had no knowledge of it.

Notice by publication. Certain corporate events — dissolution, liquidation commencement, capital reduction — take legal effect against third parties only upon publication in the Swiss Official Gazette of Commerce (SHAB), which is automatically triggered by the commercial register entry of those events.

How to Search the Commercial Register

Zefix (zefix.ch): The national aggregator for all cantonal commercial registers. Free to use. Provides basic company information, UID, registration status, and links to the full cantonal register entry. The primary tool for rapid name searches and cross-canton entity verification. Search by company name, UID, or partial name.

Handelsregister Kanton Zug (zg.chregister.ch): The official cantonal registry for Zug-registered entities. More detailed than Zefix; provides the full current commercial register extract (Handelsregisterauszug) including historical changes. Official certified extracts for legal and banking purposes can be ordered here.

SHAB (shab.ch): The Swiss Official Gazette of Commerce. Search for recent commercial register publications — new registrations, amendments, liquidations, bankruptcies. Useful for monitoring changes to specific companies or identifying newly registered entities in a sector.

Moneyhouse (moneyhouse.ch): A private-sector aggregation and enrichment service that draws on commercial register data and other public sources to provide enhanced company profiles. Moneyhouse adds information such as: historical director lists, visual mapping of connected companies and shared directors, basic financial metrics where available, and comparison tools across companies. For due diligence purposes — particularly identifying networks of related entities, tracing director relationships, and building a picture of a group’s Swiss activities — Moneyhouse is the most practically useful tool. A paid subscription unlocks the full depth of the Moneyhouse database; free access provides limited information.

Using the Register for Due Diligence on Crypto Valley Companies

The Swiss commercial register is an excellent starting point for due diligence on any Zug blockchain company — counterparty, target, partner, or competitor.

Verify legal existence and corporate form. Confirm the company is actually registered, has the legal form (AG/GmbH) represented, and has the correct registered name. Variations in the company name — “Blockchain AG” versus “Blockchain Switzerland AG” — are immediately apparent.

Check authorised signatories. For any transaction, confirm that the persons signing on behalf of the company have current registered signing authority. The commercial register extract shows whether signatures are individual or collective, and who holds which authority.

Review the purpose clause. The registered Zweck reveals what activities the company is statutorily authorised to conduct. A purpose clause that does not include the activity you are contracting for may indicate the company is operating outside its articles of association — a red flag for corporate governance and regulatory compliance.

Examine the director history. Moneyhouse’s historical director data enables identification of patterns — rapid director turnover, a single director appearing on many companies, directors with questionable track records in other Swiss entities. Swiss commercial register data is public for this exact purpose.

Check for insolvency or liquidation notices. SHAB searches and the cantonal register will show if a company is in liquidation or bankruptcy proceedings. These are mandatory disclosure events that cannot be concealed from the public register.

Capital adequacy. The registered share or quota capital is public. For an AG with minimum CHF 100,000 capital, a fully paid-up capital entry is legally required confirmation that minimum capitalisation exists. This does not reflect subsequent losses or current financial condition, but it establishes baseline formation-level compliance.

Registration date. A very recently registered company presenting itself as an established market participant merits additional scrutiny. Registration date is prominently displayed.

The Swiss commercial register’s combination of legal authority, public accessibility, and detailed content makes it one of the most useful due diligence tools available for any party transacting with Swiss companies. In the Crypto Valley context — where new entities are formed frequently, corporate structures can be complex, and regulatory compliance matters acutely — systematic commercial register verification is not optional due diligence; it is the foundation upon which all other investigation is built.