Swiss commercial register lexicon

What the terms on a Swiss register extract, a SHAB notice or a company profile mean under Swiss law, with live figures on how the register uses them.

B

Board of directors of a Swiss AG (Verwaltungsrat)

The board of directors (Verwaltungsrat, VR) is the governing body of a Swiss stock corporation under Art. 707–726 CO. It has at least one member, holds non-transferable duties such as overall management, and its members are entered in the commercial register with their signing authority.

C

c/o address (care of)

c/o stands for "care of": the post reaches the addressee at someone else's address. In the Swiss commercial register, a c/o address means a company's legal domicile is the address of a third party, the domicile holder, whose written declaration must be filed under Art. 117 HRegV.

D

Deletion from the commercial register

Deletion is the entry that removes a legal entity from the Swiss commercial register. A company is deleted after its liquidation ends, when bankruptcy proceedings close, after a merger into another company, or ex officio when it has neither business activity nor realisable assets (Art. 934 CO).

G

General partnership (Kollektivgesellschaft)

A Swiss general partnership (Kollektivgesellschaft) is a partnership of two or more natural persons running a commercial business under a common name (Art. 552 CO). The partners are jointly and unlimitedly liable for its debts, subsidiarily to its own assets, and it must be entered in the commercial register.

J

Joint signature by two (Kollektivunterschrift zu zweien)

Joint signature by two (Kollektivunterschrift zu zweien) is a registered signing right under the Swiss Code of Obligations: the person binds the company only together with a second authorised signatory. Once registered, the restriction applies to every third party, including those acting in good faith.

N

Nominal capital of a GmbH (Stammkapital)

The nominal capital (Stammkapital, capital social) of a Swiss limited liability company (GmbH, Sàrl) is the capital fixed in its articles (Art. 773 CO). It must be at least CHF 20,000, fully paid in at formation, and is divided into capital contributions held by members named in the commercial register.

R

Registered branch (Zweigniederlassung / succursale)

A registered branch (Zweigniederlassung, succursale) belongs legally to a company but operates permanently from its own premises elsewhere. Art. 931 para. 2 CO requires its entry in the commercial register where it is located. It has no legal personality of its own but has its own UID.

S

Share capital of a Swiss AG (Aktienkapital / capital-actions)

The share capital (Aktienkapital) of a Swiss stock corporation (AG) is the fixed amount, at least CHF 100,000, stated in the articles of association and divided into shares (Art. 621 CO). At least 20% of each share and at least CHF 50,000 must be paid in at founding.

Sole proprietorship (Einzelunternehmen, raison individuelle)

A Swiss sole proprietorship (Einzelunternehmen, raison individuelle) is a business run by one natural person under the Code of Obligations. It needs no minimum capital and the owner is liable for its debts with all personal assets. Registration in the commercial register is mandatory from CHF 100,000 annual revenue.

Sole signature (Einzelunterschrift)

Sole signature (Einzelunterschrift, signature individuelle) is the signing authority entered in the Swiss commercial register that lets one person bind the company alone. Under Art. 718a CO, a person with sole signature can commit the company to any legal act within its purpose.

Swiss limited liability company (GmbH/Sàrl)

A Swiss limited liability company (GmbH, Sàrl, Sagl) is a company with its own legal personality under Art. 772–827 CO. Its nominal capital is at least CHF 20,000, fully paid in at founding, and every member is entered in the commercial register with their capital contributions.

Swiss stock corporation (AG/SA)

A Swiss stock corporation (Aktiengesellschaft AG, société anonyme SA) is a company under Art. 620–763 CO whose share capital, at least CHF 100,000, is divided into shares. Only the company is liable for its debts, and a board of directors runs it.