Swiss Commercial Registry: Definition, Registration and Access
Definition
The Swiss Commercial Registry (Handelsregister) is the official public register of all commercial entities in Switzerland, maintained at the cantonal level under the supervision of the Federal Commercial Registry Office (EHRA). Registration in the commercial registry grants a company legal personality, provides public notice of key corporate information and is a prerequisite for conducting business as a legal entity in Switzerland.
Legal Basis
The commercial registry is governed by:
- Swiss Code of Obligations (OR): Arts. 927–943 — general provisions on registration obligations
- Commercial Registry Ordinance (HRegV): Detailed procedural rules for registration, amendments and deletions
- Federal Commercial Registry Office (EHRA): Supervision of cantonal registries; maintains the central index (Zefix)
What Is Registered
The commercial registry records the following information for each entity:
| Information | Details |
|---|---|
| Company name (Firma) | Legal name, including legal form designation (AG, GmbH, etc.) |
| Registered office (Sitz) | Canton and municipality |
| Business address (Domizil) | Street address, including any c/o designation for virtual offices |
| Purpose (Zweck) | Description of the company’s business activities |
| Share capital | Amount and currency; for GmbH, individual quota details; for AG, number and nominal value of shares |
| Board members / managers | Names, domicile, nationality and function |
| Signatory authority | Type (sole or collective) and scope |
| Auditor | Name and domicile of the appointed auditor (or notation of audit opt-out) |
| Members (GmbH only) | Names, domicile and quota values |
| Date of incorporation | Date of first registration |
| UID (Unternehmens-Identifikationsnummer) | Unique identification number (format: CHE-XXX.XXX.XXX) |
Registration Process
New Company Formation
- Name check: Verify that the proposed company name is unique via the Zefix database (zefix.ch)
- Capital deposit: Deposit the required share capital into a bank deposit account
- Notarisation: Execute the deed of incorporation before a Swiss notary (Öffentliche Beurkundung)
- Filing: The notary submits the registration application to the cantonal commercial registry, accompanied by the deed, articles of association, capital deposit confirmation and identification documents
- Review: The cantonal registry reviews the application for formal compliance
- Publication: Upon approval, the registration is published in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt, SHAB)
- Confirmation: The company receives a registration confirmation and commercial registry extract
Timeline: Typically 5–15 business days from notarisation to registration, depending on the canton.
Mandatory Registration
The following entities must register:
- AG (Aktiengesellschaft)
- GmbH (Gesellschaft mit beschränkter Haftung)
- Cooperative (Genossenschaft)
- Sole proprietorship (Einzelunternehmen) with annual revenue exceeding CHF 100,000
- Partnerships (Kollektivgesellschaft, Kommanditgesellschaft)
- Branches of foreign companies operating in Switzerland
- Associations and foundations conducting commercial activities
Zefix: The Central Search Index
Zefix (Zentraler Firmenindex) is the free, publicly accessible online database maintained by the EHRA at zefix.ch. It provides:
- Company name search — search by full or partial company name
- UID search — search by unique identification number
- Person search — search by the name of a registered board member, manager or signatory
- Canton filter — narrow results by canton
- Full extract access — link to the cantonal registry for detailed extracts
Zefix is the authoritative source for verifying the existence, registered office and registered representatives of any Swiss company.
Filing Obligations
Companies must file amendments to the commercial registry within 30 days of any change to registered information:
| Change | Filing Required |
|---|---|
| Board composition | Addition, removal or change of directors |
| Management changes (GmbH) | Addition or removal of managers |
| Signatory authority | Changes to type or scope of signature rights |
| Auditor | Appointment, change or opt-out |
| Registered office | Change of address or canton (inter-cantonal transfer requires new registration) |
| Share capital | Capital increase or decrease |
| Articles of association | Any amendment |
| Company name | Name change |
| Purpose | Change of business activities |
| Beneficial ownership | Changes to beneficial ownership records (maintained internally, not published) |
| Liquidation | Entry of liquidation status |
Fees
| Service | Typical Fee (CHF) |
|---|---|
| New company registration | 400–800 |
| Amendment filing | 50–200 per change |
| Deletion (de-registration) | 200–400 |
| Commercial registry extract | 15–30 (online), 30–50 (certified) |
| SHAB publication | Included in registration/amendment fees |
Penalties for Late Filing
Failure to file amendments within 30 days may result in:
- Written reminder from the registry office
- Fines of up to CHF 5,000
- In extreme cases, forced dissolution proceedings (Amtslöschung) if the company fails to maintain required registered information (e.g., no registered signatory)
Public Access and Transparency
Swiss commercial registry information is fully public. Anyone can:
- Search Zefix free of charge
- Order a commercial registry extract (Handelsregisterauszug) from the cantonal registry
- Access the SHAB publication archive online
This transparency serves creditor protection, commercial certainty and regulatory oversight. It also means that competitors, counterparties and the public can verify any company’s registered details, including board composition, capital structure and auditor status.
For GmbH entities, member (shareholder) information is also public, unlike AG entities where shareholder details are not registered.
Practical Tips
- Check name availability early — use Zefix before engaging a notary; name conflicts delay formation
- Use precise purpose descriptions — overly broad or vague purpose clauses may be rejected by the registry; overly narrow clauses may require amendment as the business evolves
- File changes promptly — the 30-day deadline is strictly enforced in some cantons
- Maintain the UID — the UID is used across all government interactions (tax, AHV, VAT, customs) and should be included on all invoices and official correspondence
- Order certified extracts when needed for banking, contractual or regulatory purposes — uncertified Zefix printouts may not be accepted
The commercial registry is the foundation of corporate transparency in Switzerland. Every company’s legal existence begins with registration, and every material change to its structure must be reflected there. Treating registry compliance as a routine administrative obligation — rather than an afterthought — avoids penalties and ensures that the company’s public record is always current and accurate.
Donovan Vanderbilt is a contributing editor at ZUG BUSINESS, the institutional intelligence publication of The Vanderbilt Portfolio AG, Zurich. His coverage spans Swiss corporate law, commercial registration and regulatory compliance.