Swiss Notary Requirements for Company Formation
Notarisation is a mandatory step in the formation of Swiss corporations and plays a recurring role throughout a company’s life. The Swiss notary serves as a public officer who authenticates legal acts, verifies compliance with statutory requirements, and provides an independent safeguard against fraudulent or defective corporate transactions.
When Is Notarisation Required?
Company Formation
Notarisation is mandatory for the incorporation of:
- AG (Aktiengesellschaft): The founding act (Errichtungsakt) must be executed before a notary.
- GmbH: The founding act requires notarisation.
- Cooperative (Genossenschaft): Notarisation of the founding assembly minutes is required.
Notarisation is not required for:
- Sole proprietorships
- General partnerships (Kollektivgesellschaft)
- Limited partnerships
Post-Formation Events
Beyond incorporation, notarisation is required for the following corporate actions:
- Capital increases and capital reductions
- Amendments to the articles of association
- Changes in the company’s registered office to a different canton
- Mergers, demergers, and conversions under the Swiss Merger Act
- Dissolution by shareholders’ resolution
What Does the Notary Verify?
The Swiss notary’s role extends beyond simple witnessing. At incorporation, the notary must confirm:
Legal Compliance of the Articles
The notary reviews the articles of association to ensure they contain all mandatory provisions and do not conflict with the Swiss Code of Obligations. While the notary does not provide legal advice in the traditional sense, they will refuse to notarise articles that are manifestly non-compliant.
Capital Contributions
The notary verifies that the share capital has been properly contributed:
- Cash contributions: The notary requires a bank confirmation (Kapitaleinlagebestätigung) showing the deposit of the required amount into a blocked capital account.
- Contributions in kind: The notary examines the founders’ report (Gründungsbericht) and the auditor’s confirmation to ensure that non-cash contributions have been properly valued.
- Set-off contributions: Documentation of the underlying claims and their recoverability must be presented.
Founder Declarations
The founders must make specific declarations before the notary regarding:
- The completeness and accuracy of the incorporation documents
- The existence of any special advantages granted to founders
- Any contributions in kind or set-off arrangements
- Compliance with all statutory requirements
Board Appointment
The notary records the appointment of the initial board of directors and confirms that at least one person with individual or joint signatory authority is domiciled in Switzerland.
The Notarisation Process
Preparation
Before the notarisation appointment, the following must be prepared:
- Final draft of the articles of association
- Capital deposit confirmation from the bank
- Identification documents for all founders (passport or ID card)
- Powers of attorney (if any founder is represented by proxy)
- Founders’ report (if contributions in kind are involved)
- Auditor’s confirmation (if contributions in kind are involved)
- Consent from appointed board members
- Registered office confirmation (letter from landlord or property owner)
The Appointment
All founders (or their authorised representatives) must attend the notarisation. The notary:
- Verifies the identity of all attendees
- Reads or presents the articles of association
- Records the founders’ declarations
- Records the appointment of the board of directors and auditor
- Executes the notarial deed (öffentliche Urkunde)
- Signs and seals the deed
The appointment typically lasts 30 to 60 minutes for a straightforward incorporation.
Post-Notarisation
The notary submits the authenticated documents to the cantonal commercial registry for registration. Some cantons allow the notary to file electronically, expediting the process.
Cantonal Differences
Switzerland’s notarial system varies significantly by canton, reflecting the country’s federal structure:
Latin Notarial System
Most cantons (including Zurich, Bern, Lucerne, Basel-Stadt, and Geneva) follow the “Latin” notarial model, where notaries are independent public officers operating their own practices. They are appointed by the canton and subject to public law supervision.
Government Notarial System
A few cantons (notably Zurich for certain acts) employ government notaries who are salaried officials of the cantonal administration. In Zurich, the notary for company formations is typically the commercial registry office itself (Handelsregisteramt), which combines the functions of notarisation and registration.
Implications for Founders
- Zurich: The combined notary-registry system can be faster and more cost-effective, as the same office handles both notarisation and registration.
- Geneva and Vaud: Notaries are independent professionals, and their fees may be higher but include more personalised service and legal guidance.
- Zug: The notarial system is straightforward and startup-friendly, reflecting the canton’s positioning as a business hub.
Foreign Founders
Founders who are not physically present in Switzerland may participate through a representative holding a notarised power of attorney. The power of attorney must be:
- Notarised or apostilled in the founder’s country of residence
- Specific to the incorporation act (general powers of attorney are typically insufficient)
- Accompanied by a certified copy of the founder’s identification
Some notaries also accept video participation under certain conditions, though this varies by canton and is not universally available.
Costs
Notarial fees for company formation vary by canton and complexity:
| Canton | Typical Formation Fee (CHF) |
|---|---|
| Zurich | 700 – 1,500 |
| Zug | 800 – 1,800 |
| Geneva | 1,500 – 3,500 |
| Bern | 1,000 – 2,500 |
| Vaud | 1,200 – 3,000 |
| Basel-Stadt | 1,000 – 2,000 |
These fees cover the notarisation of the incorporation deed. Additional fees apply for:
- Notarisation of subsequent capital increases or article amendments
- Authentication of powers of attorney
- Certified copies of documents
Choosing a Notary
While any notary authorised in the canton of the company’s registered office may perform the incorporation, founders should consider:
- Experience with corporate formations: Notaries who regularly handle company formations are more efficient and can flag potential issues early.
- Language capabilities: In multilingual cantons, or where foreign founders are involved, a notary who operates in the relevant languages (including English) can streamline the process.
- Availability: During peak periods, notary appointments may need to be booked two to three weeks in advance.
- Fees: Particularly in cantons with independent notaries, fees can vary. Requesting a quote in advance is standard practice.
Common Issues
- Incomplete documentation: The most common cause of delays. Ensure all documents are prepared and verified before the appointment.
- Invalid powers of attorney: Powers of attorney from foreign jurisdictions must be properly apostilled under the Hague Convention. Missing or incorrect apostilles will prevent notarisation.
- Name conflicts: If the company name has not been pre-cleared with the registry, the notary or registry may flag a conflict, requiring a name change and a fresh appointment.
- Capital shortfalls: The bank confirmation must match the capital structure set out in the articles. Discrepancies will halt the process.
Donovan Vanderbilt is a contributing editor at ZUG BUSINESS. This article is informational and does not constitute legal, tax, or financial advice.