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.
How branches work under Swiss law
A branch is a business that belongs legally to a company (its head office) but operates permanently from its own premises at another place, with a degree of economic independence. It has no legal personality of its own: contracts concluded through the branch bind the company itself, and the company answers for the branch's debts. Art. 931 para. 2 of the Code of Obligations (CO) requires a branch to be entered in the commercial register of the place where it is located, so the Geneva branch of a Zurich company is registered in Geneva.
A branch carries the business name of its head office and may add a suffix that applies only to it, such as the town (Art. 952 para. 1 CO). For branches of Swiss companies, Art. 109–112 of the Commercial Register Ordinance (HRegV) govern the entry. It names the head office with its UID, legal form and seat, gives the branch's own UID, seat and address, and lists the persons whose signing authority covers only the branch (Art. 110 HRegV). People who sign for the whole company already appear on the head office entry. Each signature is either sole or joint.
Swiss branches of foreign companies
A company with its seat abroad may open a branch in Switzerland, and that branch is governed by Swiss law (Art. 160 of the Federal Act on Private International Law, PILA). At least one person authorised to represent the branch must be domiciled in Switzerland and entered in the commercial register (Art. 160 para. 2 PILA). The entry also shows the foreign head office's name, legal form and seat, its capital where it has one, and the purpose of the branch (Art. 113–115 HRegV). The branch's name must state where the head office is, where the branch is, and that it is a branch (Art. 952 para. 2 CO), for example "Example Ltd, London, Zweigniederlassung Zug". The guide for foreign companies entering Switzerland covers the process.
In the commercial register and the SHAB
Each branch receives its own UID, distinct from the head office's, and the head office entry lists the UID and seat of each of its branches (Art. 110 para. 2 HRegV). The SHAB (Swiss Official Gazette of Commerce) publishes a notice for every new branch, every change of signatories and every deletion. The branch of a foreign company is deleted only once the federal and cantonal tax authorities have agreed (Art. 115 HRegV).
A common pattern: a Zurich stock corporation (AG) registers branches in Geneva and Lugano, each with signatories for local business.
What to check when you see a branch entry
- Head office: the branch entry names the head office and its UID. Check capital, legal form and status on the head office's own entry.
- Signing authority: the people listed on a branch often sign only for its business. A registered restriction to one branch applies to third parties as well (Art. 718a para. 2 CO for an AG). Confirm whether your contact holds sole or joint signature.
- Foreign head office: check that the Swiss-resident representative in the entry is still in office. If that person is missing, the register office sets a deadline to fix the defect and then refers the case to the court (Art. 939 CO).
- Domicile address: some branches use a c/o address, which may indicate that the branch has no office of its own at that location.
To read an entry line by line, see the guide on how to read a Swiss register extract.
Muster Consulting AG, Zweigniederlassung Luzern, in Luzern, CHE-987.654.321, Pilatusstrasse 10, 6003 Luzern, schweizerische Zweigniederlassung (Neueintragung). Identifikationsnummer Hauptsitz: CHE-123.456.789. Firma Hauptsitz: Muster Consulting AG. Rechtsform Hauptsitz: Aktiengesellschaft. Hauptsitz: Zürich. Eingetragene Personen: Muster, Anna, von Bern, in Kriens, Leiterin der Zweigniederlassung, mit Einzelunterschrift.
Legal basis and sources
- Art. 931 para. 2 CO (registration at the branch's location)
- Art. 109–115 HRegV (branches; German text, no English version)
- Art. 160 PILA (branches of foreign companies)
- Zefix, central business name index
- Canton of Zurich register office: registering the branch of a foreign company (German)
Related terms
Frequently asked questions
- Does a Swiss branch have its own legal personality?
- No. A branch is part of its company and shares its legal personality, so contracts signed through the branch bind the company. The branch still has its own UID and its own commercial register entry.
- Can a foreign company operate in Switzerland without registering a branch?
- A foreign company that runs a lasting business from its own premises in Switzerland registers it as a branch where it is located (Art. 931 para. 2 CO), with at least one Swiss-resident representative in the register (Art. 160 para. 2 PILA). A liaison office with no business activity of its own is generally not a branch.
- What happens when a branch is deleted from the register?
- The branch disappears from the register and the company continues. The SHAB publishes the deletion. Creditors of the branch's business keep their claims against the company. For the branch of a foreign company, the federal and cantonal tax authorities must first agree (Art. 115 HRegV).